Form SC TO-I EATON VANCE CORP Filed by: EATON VANCE CORP

August 28, 2019 2:37 PM EDT

News and research before you hear about it on CNBC and others. Claim your 1-week free trial to StreetInsider Premium here.

UNITED STATES

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

Eaton Vance Corp.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units granted on November 1, 2016, November 1, 2017, January 10, 2018 and November 1, 2018

(Title of Classes of Securities)

N/A

(CUSIP Number of Classes of Securities)

 

Frederick S. Marius

Chief Legal Officer

Eaton Vance Corp.

Two International Place

Boston, Massachusetts 02110

(617) 482-8260

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copy to:

Jonathan Wolfman

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, Massachusetts 02109

(617) 526-6000

CALCULATION OF FILING FEE

     
Transaction valuation(1)   Amount of filing fee(2)
$21,540,307   $2,610.69
 
(1) The transaction valuation is estimated only for purposes of calculating the filing fee. This amount assumes that Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units having an aggregate value of $21,540,307 as of August 27, 2019 will be exchanged for restricted stock awards pursuant to the exchange offers.
(2)

The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $121.20 per $1,000,000 of the value of the transaction.

 

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: N/A   Filing Party: N/A  
  Form or Registration No.: N/A   Date Filed: N/A  
Check the box if 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.
  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:

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
  Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

 

 2 
 

 

This Tender Offer Statement on Schedule TO is filed by Eaton Vance Corp., a Maryland corporation (“Eaton Vance” or the “Company”), and relates to the offers by Eaton Vance to eligible employees of Parametric Portfolio Associates LLC (“Parametric”) to exchange all outstanding Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units (“Incentive Units”) granted pursuant to the 2016 Parametric Phantom Incentive Plan (the “2016 Parametric Plan”) or the 2018 Parametric Phantom Incentive Plan (the “2018 Parametric Plan”) for Eaton Vance Corp. restricted stock awards (“RSAs”). The terms of the exchange offers are subject to the conditions described in the Offers to Exchange Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units granted on November 1, 2016, November 1, 2017, January 10, 2018 and November 1, 2018 for Eaton Vance Corp. Restricted Stock Awards, dated August 28, 2019 (the “Offers to Exchange”), a copy of which is filed herewith as Exhibit (a)(1)(A), and the Election Form, a form of which is filed herewith as Exhibit (a)(1)(B). This Tender Offer Statement on Schedule TO is being filed in accordance with Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The information contained in the Offers to Exchange is hereby incorporated by reference in response to all the items of this Schedule TO, and as more particularly set forth below.

Item 1. Summary Term Sheet.

The information under the heading “Summary Term Sheet and Questions and Answers” in the Offers to Exchange, attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference.

Item 2. Subject Company Information.

(a)               Name and Address. Eaton Vance Corp., a Maryland corporation (the “Company”), is the issuer and the subject company. The address of the Company’s principal executive office is Two International Place, Boston, Massachusetts 02110, and the Company’s telephone number at that address is (617) 482-8260.

(b)               Securities. This Tender Offer Statement on Schedule TO relates to offers by the Company to eligible employees of Parametric to exchange all outstanding eligible awards for RSAs granted under the Eaton Vance Corp. 2013 Omnibus Incentive Plan, as amended (the “EVC 2013 Plan”). “Eligible awards” are outstanding Eaton Vance Corp. Deferred Stock Awards related to Incentive Units that were granted pursuant to the 2016 Parametric Plan or the 2018 Parametric Plan and are settled through delivery of shares of non-voting common stock of the Company issued under the EVC 2013 Plan. There are four different classes of Incentive Units, each corresponding to its respective original date of grant, and each possessing different economic rights based on its date of grant. Eligible awards granted on November 1, 2016 and November 1, 2017 are under the 2016 Parametric Plan. Eligible awards granted on January 10, 2018 and November 1, 2018 are under the 2018 Parametric Plan. The 2016 Parametric Plan and the 2018 Parametric Plan are substantially similar, other than the unitization of awards. Under the 2016 Parametric Plan, one Incentive Unit is equivalent to one unit of Parametric. Under the 2018 Parametric Plan, 100 Incentive Units are equivalent to one unit of Parametric. “Eligible employees” are all employees of Parametric that hold eligible awards.

 3 
 

As of August 28, 2019, the number of outstanding eligible awards were as follows:

Grant Date

Number of

Incentive Units

Outstanding

November 1, 2016 2,221
November 1, 2017 2,932
January 10, 2018 1,345
November 1, 2018 336,599

 

(c)               Trading Market and Price. The information set forth in the Offers to Exchange under Section 8 (“Price Range of Shares Underlying the Awards and RSAs”) is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

(a)               Name and Address. The Company is the filing person and the issuer. The Company’s business address is Two International Place, Boston, Massachusetts 02110, and the Company’s telephone number at that address is (617) 482-8260.

Pursuant to General Instruction C to Schedule TO, the information set forth on Schedule A to the Offers to Exchange is incorporated herein by reference.

Item 4. Terms of the Transaction.

(a)               Material Terms. The information set forth in the section of the Offers to Exchange under the caption “Summary Term Sheet and Questions and Answers” and Section 1 (“Eligibility”), Section 2 (“Number of Shares of Restricted Stock; Expiration Time”), Section 3 (“Purposes of the Exchange Offers”), Section 4 (“Procedures for Electing to Exchange Awards”), Section 5 (“Withdrawal Rights and Change of Election”), Section 6 (“Acceptance of Awards for Exchange and Granting of RSAs”), Section 7 (“Conditions of the Exchange Offers”), Section 8 (“Price Range of Shares Underlying the Awards and RSAs”), Section 9 (“Source and Amount of Consideration; Terms of RSAs”), Section 12 (“Status of Awards Acquired by Us in the Exchange Offers; Accounting Consequences of the Exchange Offers”), Section 13 (“Legal Matters; Regulatory Approvals”), Section 14 (“Material Income Tax Consequences”) and Section 15 (“Extension of the Exchange Offers; Termination; Amendment”) is incorporated herein by reference.

(b)               Purchases. The information set forth in the Offers to Exchange under Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) is incorporated herein by reference.

 4 
 

Item 5. Past Contracts, Transactions, Negotiations and Agreements.

(a)               Agreements Involving the Subject Company’s Securities. The information set forth in the Offers to Exchange under Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a)               Purposes. The information set forth in the Offers to Exchange under the caption “Summary Term Sheet and Questions and Answers” and under Section 3 (“Purposes of the Exchange Offers”) is incorporated herein by reference.

(b)               Use of Securities Acquired. The information set forth in the Offers to Exchange under Section 6 (“Acceptance of Awards for Exchange and Granting of RSAs”) and Section 12 (“Status of Awards Acquired by Us in the Exchange Offers; Accounting Consequences of the Exchange Offers”) is incorporated herein by reference.

(c)               Plans. The information set forth in the Offers to Exchange under Section 3 (“Purposes of the Exchange Offers”) is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

(a)               Source of Funds. The information set forth in the Offers to Exchange under Section 9 (“Source and Amount of Consideration; Terms of RSAs”) is incorporated herein by reference.

(b)               Conditions. Not applicable.

(c)               Borrowed Funds. Not applicable.

Item 8. Interest in Securities of the Subject Company.

(a)               Securities Ownership. The information set forth in the Offers to Exchange under Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) is incorporated herein by reference.

(b)               Securities Transactions. The information set forth in the Offers to Exchange under Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

(a)               Solicitations or Recommendations. Not applicable.

Item 10. Financial Statements.

(a)               Financial Information. The information set forth in Schedule B to the Offers to Exchange and under Section 10 (“Information Concerning Eaton Vance; Financial Information”) and Section 17 (“Additional Information”) is incorporated herein by reference. The Company’s

 5 
 

Annual Report on Form 10-K for the year ended October 31, 2018, as filed with the Securities and Exchange Commission (the “SEC”) on December 21, 2018, its Quarterly Report on Form 10-Q for the quarter ended January 31, 2019, filed with the SEC on March 8, 2019 and its Quarterly Report on Form 10-Q for the quarter ended April 30, 2019, filed with the SEC on June 5, 2019, are incorporated by reference herein and can be accessed electronically on the SEC’s website at http://www.sec.gov.

(b)               Pro Forma Information. Not applicable.

Item 11. Additional Information.

(a)       Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in the Offers to Exchange under the caption “Summary Term Sheet and Questions and Answers” and under Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) and Section 13 (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference.

(c)        Other Material Information. Not applicable.

Item 12. Exhibits.

Exhibit

Number

Description

(a)(1)(A) Offers to Exchange Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units for Eaton Vance Corp. Restricted Stock Awards, dated August 28, 2019
(a)(1)(B) Form of Election Form
(a)(1)(C) Form of Withdrawal Form
(a)(1)(D) Form of Email Regarding Exchange Offers

(a)(1)(E)

(a)(1)(F)

Form of Email Regarding Actual Exchange Ratios

Annual Report on Form 10-K for the year ended October 31, 2018, filed with the SEC on December 21, 2018, is incorporated herein by reference

(a)(1)(G) Quarterly Report on Form 10-Q for the quarter ended January 31, 2019, filed with the SEC on March 8, 2019, is incorporated herein by reference
(a)(1)(H) Quarterly Report on Form 10-Q for the quarter ended April 30, 2019, filed with the SEC on June 5, 2019, is incorporated herein by reference
(b) Not applicable.
 6 
 

 

(d)(1) 2016 Parametric Phantom Incentive Plan, dated October 26, 2016. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on October 31, 2016.)
(d)(2) 2018 Parametric Phantom Incentive Plan, dated January 10, 2018. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 12, 2018.)
(d)(3) Eaton Vance Corp. 2013 Omnibus Incentive Plan, as amended and restated on October 24, 2018. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 26, 2018.)
(d)(4) Form of Restricted Stock Award Agreement
(g) Not applicable.
(h) Not applicable.

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.

EATON VANCE CORP.

By: /s/ Thomas E. Faust Jr.
Name: Thomas E. Faust Jr.
Title: Chairman, Chief Executive Officer and President

Date: August 28, 2019

 7 

 

Exhibit (a)(1)(A)

Eaton Vance Corp.

 

Offers to Exchange

Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units
granted on November 1, 2016, November 1, 2017, January 10, 2018 and November 1, 2018

for

Eaton Vance Corp. Restricted Stock Awards

 

August 28, 2019

 

The exchange offers and withdrawal rights will expire at 7:00 p.m., Eastern Time,

on September 27, 2019, unless extended.

Eaton Vance Corp. (“Eaton Vance”, and together with its affiliates as appropriate, “we,” “our” or “us”) is offering to eligible employees of Parametric Portfolio Associates LLC (“Parametric”) the opportunity to exchange all outstanding Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units (“Incentive Units”) for Eaton Vance Corp. Restricted Stock Awards (“RSAs”). The exchange offers and withdrawal rights will expire at the “expiration time,” which is 7:00 p.m., Eastern Time, on September 27, 2019, unless we extend the exchange offers.

“Eligible awards” are outstanding Eaton Vance Corp. Deferred Stock Awards related to Incentive Units that were granted pursuant to the 2016 Parametric Phantom Incentive Plan (“2016 Parametric Plan”) or the 2018 Parametric Phantom Incentive Plan (“2018 Parametric Plan”) and are settled through delivery of shares of non-voting common stock of Eaton Vance Corp. issued under the Eaton Vance Corp. 2013 Omnibus Incentive Plan, as amended (the “EVC 2013 Plan”), pursuant to the Eaton Vance Corp. Deferred Stock Awards. There are four different classes of Incentive Units, each corresponding to its respective original date of grant, and each possessing different economic rights based on its date of grant. This document describes the offer of exchange being made with respect to each such class. Eligible awards granted on November 1, 2016 and November 1, 2017 are under the 2016 Parametric Plan. Eligible awards granted on January 10, 2018 and November 1, 2018 are under the 2018 Parametric Plan. The 2016 Parametric Plan and the 2018 Parametric Plan are substantially similar, other than the unitization of awards (see description of unitization below). Under the 2016 Parametric Plan, one Incentive Unit is equivalent to one unit of Parametric. Under the 2018 Parametric Plan, 100 Incentive Units are equivalent to one unit of Parametric.

You are an “eligible employee” if you hold an eligible award.

Eligible awards properly tendered and accepted by us for exchange will be cancelled and the RSAs granted immediately upon the expiration time. If you choose to participate in the exchange offers, you will receive RSAs with the following terms:

·the number of RSAs you will receive will be determined by an exchange ratio, which will be determined based on (i) the fair value of your class of Incentive Unit, as determined by
 
 

Eaton Vance based on an independent third-party valuation (which fair value is reflected in the table below), and (ii) the closing price of shares of non-voting common stock of Eaton Vance on the date of the exchange. Each exchange ratio is calculated with the intent that the fair value of the RSAs be equal to the fair value of the eligible award tendered for exchange. The exchange ratios for the 2016 Parametric Plan and the 2018 Parametric Plan will be calculated as follows:

    • Awards under the 2016 Parametric Plan: the applicable value of one Incentive Unit will be divided by the closing price on the New York Stock Exchange (“NYSE”) of shares of non-voting common stock of Eaton Vance on the expiration date;
    • Awards under the 2018 Parametric Plan: the applicable value of 100 Incentive Units will be divided by 100 (to reflect that the Incentive Units under the 2018 Parametric Plan are unitized such that 100 Incentive Units is equivalent to one unit of Parametric) and then divided by the closing price on NYSE of shares of non-voting common stock of Eaton Vance on the expiration date;
·the RSAs will be granted under the EVC 2013 Plan;
·any dividends declared on unvested RSAs will be accrued and paid to you upon vesting; and
·the RSAs will continue to vest on the same time-based vesting schedule as the eligible awards you currently hold. (See Section 9, “Source and Amount of Consideration; Terms of RSAs.”) As with the eligible awards you currently hold, vesting of the RSAs will be conditioned upon your continued employment with us, subject to limited exceptions for death or disability (though with respect to the RSAs, “disability” is defined under the EVC 2013 Plan rather than under your eligible awards).

We will grant the RSAs immediately upon the expiration time, which we expect to be 7:00 p.m., Eastern Time, on September 27, 2019. If the expiration time is extended, the RSA grant date will be similarly extended.

Table of Hypothetical Exchange Ratios Based on Various Assumed Closing Prices of Our
Non-Voting Common Stock on the Expiration Date

In the following table, we have assumed that the closing price of our non-voting common stock on the NYSE on the day the exchange offers expire will be $39, which was the closing price of our non-voting common stock on August 23, 2019, rounded to the nearest dollar. We have also included additional closing prices that represent approximately 10% ($43), 20% ($47) and 30% ($51) increases and 10% ($35), 20% ($31) and 30% ($27) decreases to such assumed closing price.

 

 

 
 

 

    Exchange Ratio(4) – Based on Assumed Closing Prices
  Fair Value per Incentive Unit(1) $27.00 $31.00 $35.00 $39.00 $43.00 $47.00 $51.00
2016 Parametric Plan(2)                
November 1, 2016 $ 2,716 100.59 87.61 77.60 69.64 63.16 57.79 53.25
November 1, 2017 $ 2,559 94.78 82.55 73.11 65.62 59.51 54.45 50.18
                 
  Fair Value per 100 Incentive Units(1)              
2018 Parametric Plan(3)                
January 10, 2018 $ 2,559 94.78 82.55 73.11 65.62 59.51 54.45 50.18
November 1, 2018 $ 2,368 87.70 76.39 67.66 60.72 55.07 50.38 46.43
________________
(1)Under the 2016 Parametric Plan, one Incentive Unit is equivalent to one unit of Parametric. Under the 2018 Parametric Plan, awards are unitized such that 100 Incentive Units is equivalent to one unit of Parametric. Because the number of shares subject to each Eaton Vance Corp. Deferred Stock Award is derived from the fair value of the related Incentive Unit, the fair value of each eligible award is equivalent to the fair value of the related Incentive Unit.
(2)Awards granted under the 2016 Parametric Plan are based on one unit of Parametric.
(3)Awards granted under the 2018 Parametric Plan are based on 1/100th of a unit of Parametric.
(4)After applying the applicable exchange ratio, any fractional RSAs will be rounded up to the nearest whole RSA on a grant-by-grant basis.

The commencement date of the exchange offers is August 28, 2019. We are making the exchange offers upon the terms and subject to the conditions described in this document and in the related election form distributed with this document. You are not required to accept the exchange offers. If you elect to exchange an eligible award, you must exchange that entire eligible award. Eligible awards properly tendered and accepted by us for exchange will be cancelled and the RSAs granted immediately upon the expiration time.

Eaton Vance’s non-voting common stock is traded on the NYSE under the symbol “EV.” On August 27, 2019, the closing price of our non-voting common stock was $40.46 per share. You should evaluate the risks related to our business, our non-voting common stock, and the

 
 

exchange offers, and review current market quotes for our non-voting common stock, among other factors, before deciding to participate.

IMPORTANT

If you would like to participate in one or more of the exchange offers, you must properly submit your election to us by completing an election form and returning it via e-mail (via PDF or similar imaged document file) to the address specified in the election form. A copy of the election form is being distributed with this document.

Only responses that are complete and actually received by us before 7:00 p.m., Eastern Time, on September 27, 2019 (unless we extend the exchange offers) can be accepted. The delivery of all documents, including election forms and withdrawal forms, is at your risk. We will confirm the receipt of your election or withdrawal within two business days. If you have not received a confirmation, it is your responsibility to contact Dan Ethier either by e-mail at his Eaton Vance email address at DEthier@eatonvance.com or by phone at 617-672-8581.

Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or passed judgment upon the accuracy or adequacy of these exchange offers. Any representation to the contrary is a criminal offense.

If you need additional copies of the exchange offer materials, including the election or withdrawal forms, you should send an e-mail to Dan Ethier at his Eaton Vance email address at DEthier@eatonvance.com or call 617-672-8581. Copies will be furnished promptly at our expense. You should also direct questions about the exchange offers to Dan Ethier.

You should rely only on the information contained in this document and the materials to which we have referred you. We have not authorized anyone to provide you with different information. You should not assume that the information provided in this document is accurate as of any date other than the date indicated, or if no date is indicated otherwise, the date of the exchange offers. This document summarizes various documents and other information. These summaries are qualified in their entirety by reference to the documents and information to which they relate.

 
 

 

TABLE OF CONTENTS

SUMMARY TERM SHEET AND QUESTIONS AND ANSWERS 1
RISKS OF PARTICIPATING IN THE EXCHANGE OFFERS 12
THE EXCHANGE OFFERS 15
Section 1. Eligibility. 15
Section 2. Number of Shares of Restricted Stock; Expiration Time. 16
Section 3. Purposes of the Exchange Offers. 18
Section 4. Procedures for Electing to Exchange Awards. 21
Section 5. Withdrawal Rights and Change of Election. 22
Section 6. Acceptance of Awards for Exchange and Granting of RSAs. 23
Section 7. Conditions of the Exchange Offers. 23
Section 8. Price Range of Shares Underlying the Awards and RSAs. 26
Section 9. Source and Amount of Consideration; Terms of RSAs. 26
Section 10. Information Concerning Eaton Vance; Financial Information. 30
Section 11. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities. 31
Section 12. Status of Awards Acquired by Us in the Exchange Offers; Accounting Consequences of the Exchange Offers. 32
Section 13. Legal Matters; Regulatory Approvals. 33
Section 14. Material Income Tax Consequences. 33
Section 15. Extension of the Exchange Offers; Termination; Amendment. 35
Section 16. Fees and Expenses. 36
Section 17. Additional Information. 36
Section 18. Miscellaneous. 37
SCHEDULE A INFORMATION CONCERNING THE EXECUTIVE OFFICERS AND DIRECTORS OF EATON VANCE CORP. A-1
SCHEDULE B SUMMARY FINANCIAL INFORMATION OF EATON VANCE CORP. B-1
 
 

 

SUMMARY TERM SHEET AND QUESTIONS AND ANSWERS

The following are answers to some of the questions that you may have about the exchange offers by Eaton Vance Corp. (“Eaton Vance”, and together with its affiliates as appropriate, “we,” “our” or “us”). Eaton Vance is offering to eligible employees of Parametric Portfolio Associates LLC (“Parametric”) the opportunity to voluntarily exchange Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units (“Incentive Units”) for Eaton Vance Corp. Restricted Stock Awards (“RSAs”). You should read carefully this entire document, the attached exhibits and the election and withdrawal forms, together with their associated instructions. The exchange offers are made subject to the terms and conditions of these materials as they may be amended from time to time hereafter.

Additional important information is contained in the remainder of this document and the other exchange offer materials. We have included in this summary references to other sections in this document to help you find more complete information with respect to these topics.

Overview

Q1. What are the exchange offers?

The exchange offers are an opportunity for eligible employees to voluntarily exchange “eligible awards” for RSAs. “Eligible awards” are awards of Eaton Vance Corp. Deferred Stock Awards related to Incentive Units held by eligible employees that were granted pursuant to the 2016 Parametric Phantom Incentive Plan (“2016 Parametric Plan”) or the 2018 Parametric Phantom Incentive Plan (“2018 Parametric Plan”) and are settled through delivery of shares of non-voting common stock of Eaton Vance Corp. issued under the Eaton Vance Corp. 2013 Omnibus Incentive Plan, as amended (the “EVC 2013 Plan”). There are four different classes of Incentive Units, each corresponding to its respective original date of grant, and each possessing different economic rights based on its date of grant. This document describes the offer of exchange being made with respect to each such class. Eligible awards granted on November 1, 2016 and November 1, 2017 are under the 2016 Parametric Plan. Eligible awards granted on January 10, 2018 and November 1, 2018 are under the 2018 Parametric Plan. The 2016 Parametric Plan and the 2018 Parametric Plan are substantially similar, other than the unitization of awards. Under the 2016 Parametric Plan, one Incentive Unit is equivalent to one unit of Parametric. Under the 2018 Parametric Plan, 100 Incentive Units are equivalent to one unit of Parametric.

You are an “eligible employee” if you hold an eligible award.

The “expiration time” of the exchange offers is 7:00 p.m., Eastern Time, on September 27, 2019, unless extended. If the expiration time is extended, the RSA grant date will be similarly extended.

If you elect to exchange an eligible award, you must exchange that entire outstanding eligible award. Eligible awards properly tendered and accepted by us for exchange will be cancelled and the RSAs granted immediately upon the expiration time.

 1 
 

Subject to the terms and conditions of the exchange offers, we will accept all properly tendered awards promptly after the expiration time. (See Section 4, “Procedures for Electing to Exchange Awards.”)

We may extend the exchange offers. If we extend the exchange offers, we will issue an e-mail or other communication to all eligible employees disclosing the extension no later than 9:00 a.m., Eastern Time, on the business day immediately following the previously scheduled date of expiration. For purposes of the exchange offers, a “business day” means any day other than a Saturday, Sunday or a U.S. federal holiday and consists of the time period from 12:00 a.m. through 11:59 p.m., Eastern Time.

Only responses that are complete and actually received by us before 7:00 p.m., Eastern Time, on September 27, 2019 (unless we extend the exchange offers) will be accepted.

Q2. Why is Eaton Vance making the exchange offers?

Eaton Vance recently announced a strategic initiative within its Parametric and Eaton Vance Management (“EVM”) investment affiliates to strengthen the Company’s leadership positions in rules-based, systematic investment strategies, customized individual separate accounts and wealth management solutions. The initiative has three principal components:

  • rebranding EVM’s rules-based, systematic investment-grade fixed income strategies as Parametric and aligning internal reporting consistent with the revised branding;
  • combining the technology and operating platforms supporting the individual separately managed account businesses of Parametric and EVM; and
  • integrating the distribution teams serving Parametric and EVM clients and business partners in the registered investment advisor and multi-family office market.

Achievement of the goals of this strategic initiative will involve realignment of investment teams, distribution teams and operational processes at Parametric, EVM and Eaton Vance Distributors, Inc. and this realignment will more closely tie these entities from a financial and operational perspective.

Currently, the value of the shares of non-voting common stock of Eaton Vance Corp. that may be issued to you under your Eaton Vance Deferred Stock Awards related to Incentive Units is based on the performance, as of the time of vesting of the awards, of Parametric. However, as a result of this strategic initiative, we anticipate many changes that would impact Parametric’s stand-alone performance, including the potential for increased revenues and assets under management, as well as increased expenses in connection with various planned technology initiatives. Additionally, EVM will receive newly issued units of Parametric in exchange for the contribution and re-branding of its rules-based, systematic investment-grade fixed income strategies. The issuance of these incremental Parametric units to EVM could result in lower Parametric per unit value if the additional revenue does not meet expectations and/or if expenses exceed expectations.

 2 
 

In light of these changes, Eaton Vance is making the exchange offers as part of its efforts to better align on a going forward basis the compensation programs in which Parametric employees participate with the realigned business resulting from this strategic initiative, as the realignment is intended to support the combined growth of Eaton Vance Corp. and Parametric.

Q3. Who may participate in the exchange offers?

Employees of Parametric who hold eligible awards may participate in the applicable exchange offer for their eligible awards. If you do not remain employed by Parametric through the expiration time, your awards will be forfeited in accordance with the terms of your awards and accordingly you will not be able to participate.

Q4. Which outstanding awards are subject to the exchange offers?

The exchange offers are being made for Eaton Vance Corp. Deferred Stock Awards related to Incentive Units held by eligible employees that were granted pursuant to the 2016 Parametric Plan or the 2018 Parametric Plan and are settled through delivery of shares of non-voting common stock of Eaton Vance Corp. issued under the EVC 2013 Plan. There are four different classes of Incentive Units, each corresponding to its respective original date of grant, and each possessing different economic rights based on its date of grant. This document describes the offer of exchange being made with respect to each such class. Eligible awards granted on November 1, 2016 and November 1, 2017 are under the 2016 Parametric Plan. Eligible awards granted on January 10, 2018 and November 1, 2018 are under the 2018 Parametric Plan.

Q5. Is Eaton Vance making any recommendation as to whether I should participate in the exchange offers?

No. We are not making any recommendation as to whether you should accept the exchange offers. We understand that the decision whether or not to exchange your eligible awards may be a challenging one for many employees. The program does carry risk, and there are no guarantees that you would ultimately receive greater value from the RSAs you receive in exchange than you would if you had retained your corresponding eligible awards. (See “Risks of Participating in the Exchange Offers” for information regarding some of these risks.) As a result, you must make your own decision as to whether or not to participate. For questions regarding personal tax implications or other investment- or tax-related questions, you should talk to your legal counsel, accountant, and/or financial advisor.

Q6. Are any directors or executive officers intending to participate in the exchange offers?

A list of our directors, executive officers and certain other significant employees is attached as Schedule A. Of this group, only Brian D. Langstraat, a Manager and Chief Executive Officer of Parametric, is an eligible employee holding eligible awards. As of August 28, 2019, Mr. Langstraat held the following eligible awards: 478 Incentive Units granted on November 1, 2016; 557 Incentive Units granted on November 1, 2017; and 61,581 Incentive Units granted on November 1, 2018, which represents approximately 19% of the eligible awards outstanding and subject to be exchanged in these exchange offers (based on aggregate fair value). Mr. Langstraat intends to tender all of his eligible awards in the exchange offers.

 3 
 

Terms of the Exchange Offers

Q7. How do I find out how many eligible awards I have?

Please refer to your account with Charles Schwab for a complete listing of your awards.

Q8. How many RSAs will I receive for the eligible awards that I exchange?

The number of RSAs you will receive in the exchange depends on the value of the eligible awards you hold and the value of shares of non-voting common stock of Eaton Vance on the exchange date.

Fractional RSAs will be rounded up to the nearest whole RSA on a grant-by-grant basis.

Q9. How will the exchange ratios be determined?

The exchange ratios, which determine the number of RSAs you would receive per eligible award exchanged in the exchange offer, will be determined based on (i) the fair value of your class of Incentive Unit, as determined by Eaton Vance based on an independent third-party valuation, and (ii) the closing price on the NYSE of Eaton Vance non-voting common stock on the date of the exchange. The fair value of one Incentive Unit granted on November 1, 2016 is $2,716, the fair value of one Incentive Unit granted on November 1, 2017 is $2,559, the fair value of 100 Incentive Units granted on January 10, 2018 is $2,559 and the fair value of 100 Incentive Units granted on November 1, 2018 is $2,368, in each case, determined as of July 19, 2019. Because the number of shares subject to each Eaton Vance Corp. Deferred Stock Award is derived from the fair value of the related Incentive Unit, the fair value of each eligible award is equivalent to the fair value of the related Incentive Unit. Each exchange ratio is calculated with the intent that the fair value of the RSAs be equal to the fair value of the eligible award tendered for exchange. (See Question 8 and Section 2, “Number of Shares of Restricted Stock; Expiration Time.”)

For eligible awards issued on November 1, 2016 and November 1, 2017 under the 2016 Parametric Plan, to calculate the exchange ratio, the value of the applicable Incentive Unit will be divided by the closing price on the NYSE of Eaton Vance non-voting common stock on the expiration date. For example, if the closing price of Eaton Vance non-voting common stock on the expiration date is $39, the exchange ratio for awards issued on November 1, 2016 would be calculated as $2,716 / $39 = 69.64, and the exchange ratio for awards issued on November 1, 2017 would be calculated as $2,559 / $39 = 65.62. To arrive at the total number of RSAs you would receive, you multiply the total number of Incentive Units you hold in the applicable class by the exchange ratio. Under this example, if you hold 100 Incentive Units issued on November 1, 2016 and 100 Incentive Units issued on November 1, 2017, you would receive 6,964 RSAs for your November 1, 2016 Incentive Units and 6,562 RSAs for your November 1, 2017 Incentive Units.

For eligible awards issued on January 10, 2018 and November 1, 2018 under the 2018 Parametric Plan, 100 Incentive Units are equal to the applicable fair value of one unit of Parametric. To calculate the exchange ratio, the applicable value of 100 Incentive Units will be divided by 100 and then divided by the closing price on NYSE of Eaton Vance non-voting common stock on the expiration date. For example, if the closing price of Eaton Vance non-

 4 
 

voting common stock on the expiration date is $39, the exchange ratio for awards issued on January 10, 2018 would be calculated as $2,559 / 100 / $39 = 0.6562, and the exchange ratio for awards issued on November 1, 2018 would be calculated as $2,368 / 100 / $39 = 0.6072. To arrive at the total number of RSAs you would receive, you multiply the total number of Incentive Units you hold by the exchange ratio. Under this example, if you hold 10,000 Incentive Units issued on January 10, 2018 and 10,000 Incentive Units issued on November 1, 2018, you would receive 6,562 RSAs for your January 10, 2018 Incentive Units and 6,072 RSAs for your November 1, 2018 Incentive Units.

Q10. How was the fair value of each class of Incentive Unit determined?

Consistent with the process used annually by Eaton Vance to value Incentive Units for purposes of grants, an estimate of Parametric’s fair value as of July 19, 2019 was determined by Valuation Research Corp. (“VRC”), an independent third-party valuation firm, through a combination of two equally weighted valuation techniques: a discounted earnings model and a company guidelines model. The discounted earnings model ascribes an enterprise value to Parametric by discounting projected future cash flows of Parametric (provided by Parametric management and extended by VRC based on historical trends) to arrive at a value. The company guidelines model ascribes an enterprise value to Parametric by applying market multiples of other investment management industry businesses of similar size. In addition, with respect to each class of Incentive Units (such class determined by grant date), the independent valuation firm adjusted the per unit value to reflect the fact that the Incentive Units are not entitled to dividends, dividend equivalents, or other distributions of future Parametric earnings. The per unit discount was calculated using a risk free rate of return of 1.8% and a duration equal to the weighted average vesting period of each class. These fair value techniques are based upon assumptions we believe to be reasonable but which are inherently uncertain. The exchange ratios, which determine the number of RSAs you would receive per eligible award exchanged in the exchange offers, will be determined based on (i) the fair value of your class of Incentive Unit, determined as described above, and (ii) the closing price on NYSE of Eaton Vance non-voting common stock on the date of the exchange. Therefore, if the assumptions used to value your Incentive Units are incorrect, you may receive fewer shares in the exchange offers than you would have otherwise received.

Q11. How do the RSAs differ from the eligible awards?

The value of the shares of non-voting common stock of Eaton Vance that may be issued to you upon the vesting of your eligible awards is currently based on the performance, as of the time of vesting of the awards, of Parametric. If you choose to exchange your eligible awards, you will receive a fixed number of shares of restricted non-voting common stock of Eaton Vance at the time of the exchange, and the value of that non-voting common stock at the time of vesting will be based on the value and performance of Eaton Vance, as a whole, going forward. Dividends declared, if any, on unvested RSAs are accrued and paid to you upon vesting. Your current eligible awards do not have a right to dividends, dividend equivalents or other distributions.

In addition, while both the eligible awards and the RSAs vest upon your disability, the definition of disability varies between the eligible awards and the RSAs. (See Section 9, “Source and Amount of Consideration; Terms of RSAs.”)

 5 
 

Terms of the Exchange Offers

Q12. If I participate in the exchange offers, when will I receive the RSAs?

We will grant the RSAs immediately upon the expiration time. All RSAs will be granted under the EVC 2013 Plan and will be subject to an RSA agreement between you and Eaton Vance Corp. The EVC 2013 Plan and the form of RSA agreement are incorporated by reference or filed as exhibits to the Schedule TO with which the offers to exchange have been filed and are available on the SEC website at http://www.sec.gov.

Q13. Are there circumstances under which I would not be granted RSAs?

Yes. If, for any reason, you are no longer our employee when the RSAs are granted (other than as a result of death or disability (as defined with respect to your eligible awards)), then your award will be forfeited in accordance with the terms of your existing award and accordingly you will not receive any RSAs. Except as provided by applicable law and/or any employment agreement between you and us, your employment with us will remain “at-will” regardless of your participation in the exchange offers and can be terminated by you or your employer at any time with or without cause or notice. (See Section 1, “Eligibility.”)

Q14. When would my RSAs vest?

The RSAs will vest on the same time-based vesting schedule as your current eligible award. (See Section 9, “Source and Amount of Consideration; Terms of RSAs.”) Vesting of the RSAs will be conditioned upon your continued employment with us, subject to limited exceptions for death or disability (as defined under the EVC 2013 Plan rather than under your eligible awards). Subject to the limited exceptions for death or disability, this means that you will be required to remain employed with us through the applicable remaining vesting dates in order for the unvested RSAs to vest.

Q15. What happens to my new RSAs if my employment or service ends?

If your employment with us terminates for any reason (other than as a result of death or disability (as defined under the EVC 2013 Plan)) during the vesting period of your RSAs, you will forfeit your RSAs at that time.

Q16. Are there any conditions to the exchange offers?

Yes. The completion of the exchange offers is subject to a number of conditions that are described in Section 7 (“Conditions of the Exchange Offers”). If any of these conditions are not satisfied, we will not be obligated to accept and exchange properly tendered eligible awards, though we may do so at our discretion.

 

 

 

 6 
 

Mechanics of the Exchange Offers

Q17. How do I elect to participate?

If you would like to participate in the exchange offers, you must notify us of your election to exchange your eligible awards before the exchange offers expire. You may notify us of your election by completing and returning the election form included in the materials provided to you and delivering it to us according to the instructions contained in such materials so that we receive it before the expiration time.

Q18. Am I required to participate in the exchange offers?

No. Participation is voluntary.

Q19. If I participate in the exchange offers, do I have to exchange all of my eligible awards?

If you elect to exchange an eligible award, you must exchange that entire eligible award.

Q20. When will my tendered eligible awards be cancelled?

Eligible awards properly tendered and accepted by us for exchange will be cancelled and the RSAs granted immediately upon the expiration time. If you participate in the exchange, you will have no further rights with respect to the eligible award following their acceptance for exchange.

Q21. Once I surrender my eligible awards, is there anything I must do to receive the RSAs?

No. Once your eligible awards have been properly surrendered, there is nothing that you must do to receive your RSAs. Your RSAs will be granted to you on the same day that the properly tendered and not validly withdrawn eligible awards are cancelled, provided that you are still an employee on such date (see Question 13). In order to vest in the shares covered by RSAs, you will need to remain in continued service with us through the vesting date, as described in Question 15. (See Section 1, “Eligibility.”)

Q22. What happens if my employment or service terminates prior to the expiration time of the exchange offers?

If, for any reason, you are no longer our employee when the RSAs are granted (other than as a result of death or disability (as defined with respect to your eligible awards)), which will be immediately upon the expiration time, such award will be forfeited in accordance with the terms of your existing eligible award and accordingly you will not receive any RSAs. Except as provided by applicable law and/or any employment agreement between you and us, your employment with us will remain “at-will” regardless of your participation in the exchange offers and can be terminated by you or your employer at any time with or without cause or notice. (See Section 1, “Eligibility.”)

 7 
 

Q23. What if I am on vacation or leave of absence during the exchange offers? Can I still participate?

You may participate in the exchange offers if you are on vacation or leave of absence during the exchange offers. However, you must notify Eaton Vance of your election to exchange your eligible awards before the exchange offers expire. The expiration deadline for the exchange offers is 7:00 p.m., Eastern Time, on September 27, 2019 (or such later date as may apply if the exchange offers are extended). The expiration deadline will not be extended or modified for employees that are on vacation or leave of absence.

Q24. What happens to my eligible awards if I choose not to participate?

If you choose not to participate or your eligible awards are not accepted for exchange, your existing eligible awards will remain outstanding until they expire by their terms and will retain their terms and conditions as set forth in the relevant agreement related to such eligible awards. (See Section 6, “Acceptance of Awards for Exchange and Granting of RSAs.”)

Q25. How does Eaton Vance determine whether an eligible award has been properly tendered?

We will determine, in our discretion, all questions about the validity, form, eligibility (including time of receipt) and acceptance of any eligible awards. Our determination of these matters will be final and binding on all persons. We reserve the right to reject any election form or any eligible awards tendered for exchange that we determine are not in an appropriate form or are unlawful to accept. We will accept all properly tendered eligible awards that are not validly withdrawn, subject to the terms of the exchange offers. No tender of eligible awards will be deemed to have been made properly until all defects or irregularities have been cured or waived by us. Neither we nor any other person is obligated to give you notice of any defects or irregularities in any election form, nor will anyone incur any liability for failure to give any notice. (See Section 4, “Procedures for Electing to Exchange Awards.”)

Q26. Will I have to pay taxes if I participate in the exchange offers?

Eligible employees who exchange eligible awards for RSAs will not be required to recognize income for U.S. federal income tax purposes at the time of the exchange. We believe that the exchange of eligible awards for RSAs will be treated as a non-taxable exchange. You will not recognize income upon the receipt of the RSAs unless you make an election under Section 83(b) of the Internal Revenue Code within 30 days of the date of grant. If you make a timely 83(b) election, then you will have compensation income equal to the value of the non-voting common stock on the date the RSA is granted, which compensation income is subject to income and employment tax withholding that you must satisfy. If you make a timely 83(b) election, you would not have any additional compensation income when the RSA vests. When you sell the stock, you will have capital gain or loss equal to the difference between the sales proceeds and the value of the non-voting common stock on the date of grant. Participants are required to notify us if they intend on making an 83(b) election.

If you do not make an 83(b) election, then as and when the RSA vests, you will have compensation income equal to the value of the non-voting common stock on the vesting date.

 8 
 

The RSA agreement provides that Eaton Vance Corp. will automatically deduct and retain from the shares of non-voting common stock that would otherwise be issued in settlement of RSAs the appropriate number of whole shares, valued at their then fair market value, to satisfy our tax withholding obligations at the applicable statutory withholding rate. Unless the foregoing tax withholding obligations are satisfied, we have no obligation to release any shares to you under your RSAs. When you sell the vested non-voting common stock, you will have capital gain or loss equal to the sales proceeds less the value of such stock on the vesting date. (See Section 14, “Material Income Tax Consequences”)

Q27. If you extend the exchange offers, how will you notify me?

In the case of an extension, we will issue an e-mail or other form of communication to all eligible employees no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled expiration time. (See Sections 2, “Number of Shares of Restricted Stock; Expiration Time,” and 15, “Extension of the Exchange Offers; Termination; Amendment.”)

Q28. How will you notify me if the exchange offers are changed?

If we change the exchange offers, we will issue an e-mail or other form of communication to all eligible employees no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled expiration time. (See Sections 2, “Number of Shares of Restricted Stock; Expiration Time,” and 15, “Extension of the Exchange Offers; Termination; Amendment.”)

Q29. Can I change my mind and withdraw from the exchange offers?

Yes. You may change your election with respect to any eligible award at any time before the expiration time, which is expected to be 7:00 p.m., Eastern Time, on September 27, 2019. If we extend the exchange offers, you may withdraw your tendered awards at any time until the extended expiration time. If you withdraw an eligible award, you must withdraw the entire outstanding award.

In addition, although we intend to accept all properly tendered awards promptly upon the expiration time, if we have not accepted your awards by October 25, 2019, you may withdraw your tendered awards at any time thereafter.

Q30. How do I change my election?

You may change your election by submitting a new properly completed election form before the expiration time, by following the procedures described in Section 4 (“Procedures for Electing to Exchange Awards”). Only responses that are complete and actually received by us before 7:00 p.m., Eastern Time, on September 27, 2019 (unless we extend the exchange offers) will be accepted.

 

 

 

 9 
 

Q31. What if I withdraw my election and then decide again that I want to participate?

If you have withdrawn your election to participate and then decide again that you would like to participate in the exchange offers, you may re-elect to participate by submitting a new, properly completed election form accepting the applicable exchange offer before the expiration time, in accordance with the procedures described in Question 17 and Section 5 (“Withdrawal Rights and Change of Election”).

Q32. What will happen if I do not return my election form by the deadline?

Only responses that are complete and actually received by us before 7:00 p.m., Eastern Time, on September 27, 2019 (unless we extend the exchange offers) will be accepted. If you do not return your election form by the deadline, you will not receive RSAs in the exchange offers. Your existing eligible awards will remain outstanding until they expire by their terms and will retain their terms and conditions as set forth in the relevant agreement related to such eligible awards. (See Section 6, “Acceptance of Awards for Exchange and Granting of RSAs.”)

Q33. Whom can I contact if I have questions about the exchange offers, or if I need additional copies of the exchange offer materials?

You should direct questions about the exchange offers to Dan Ethier at his Eaton Vance email address at DEthier@eatonvance.com. If you need additional copies of the exchange offer materials, including the election or withdrawal forms, you should send an e-mail to Dan Ethier at his Eaton Vance email address at DEthier@eatonvance.com or call 617-672-8581. Copies will be furnished promptly at our expense.

Q34. What will be the sequence of events should I decide to participate in the exchange offers?

Event Description Time Period
Exchange Election Period The period during which you may elect to participate in the exchange offers. The Exchange Election Period will run from August 28, 2019 until September 27, 2019 at 7:00 p.m., Eastern Time, unless the exchange offers are extended or terminated.
 10 
 

 

Determination and Notification of Final Exchange Ratios The determination of the final exchange ratios will be based on the closing price of our non-voting common stock on September 27, 2019, unless we extend the exchange offers. We will notify you by email of the exact exchange ratios after 4:00 p.m., Eastern Time, on the day the exchange offers expire. Determination and Notification of Final Exchange Ratios will occur after 4:00 p.m., Eastern Time, on September 27, 2019, unless the exchange offers are extended or terminated.
Cancellation Date and RSA Grant Date All elections and withdrawals will be final as of 7:00 p.m., Eastern Time, on the day the exchange offers expire, and this is when exchanged awards will be cancelled and RSAs will be granted. The Cancellation Date and RSA Grant Date will be September 27, 2019 at 7:00 p.m., Eastern Time, unless the exchange offers are extended or terminated.

 

 11 
 

 

 

RISKS OF PARTICIPATING IN THE EXCHANGE OFFERS

Participating in the exchange offers involves a number of risks, including those described below. This list and the risk factors in our Annual Report on Form 10-K for the year ended October 31, 2018, and in our Quarterly Reports on Form 10-Q for the quarters ended January 31 and April 30, 2019, filed with the SEC, highlight the material risks relating to Eaton Vance. You should carefully consider these risks and are encouraged to speak with an investment and/or tax advisor, as necessary, before deciding whether or not to participate in the exchange offers. In addition, we strongly urge you to read the sections in this document discussing the U.S. federal tax consequences of participating in the exchange offers, as well as the rest of this document, for a more in-depth discussion of the risks that may apply to you before deciding to participate in the exchange offers.

Economic Risks

The number of shares of Eaton Vance Corp. non-voting common stock that may be issued to you in the future under your eligible awards is based on the value of Parametric at the time that the eligible awards vest divided by the closing price of Eaton Vance non-voting common stock on the vesting date, whereas the number of RSAs that you would receive in the exchange is based on the fair value of Parametric as of July 19, 2019 and the closing price of Eaton Vance non-voting common stock on the expiration date and the value of the shares of non-voting common stock subject to the RSAs at the time the RSAs vest will be based on the value of Eaton Vance Corp. at the time of vesting.

The value of the shares of non-voting common stock of Eaton Vance Corp. that may be issued to you under your eligible awards is currently based on the performance, as of the time of vesting of the awards, of Parametric. If you choose to exchange your eligible awards, you will receive a fixed number of shares of restricted non-voting common stock of Eaton Vance determined based on the applicable class of Incentive Unit that you are exchanging, and the value of your non-voting common stock at the time of vesting will be based on the value and performance of Eaton Vance, as a whole, going forward. You should carefully evaluate the risks of owning Eaton Vance non-voting common stock before choosing to participate in the exchange offers.

On June 26, 2019, we announced a strategic initiative within our Parametric and Eaton Vance Management (“EVM”) investment affiliates to strengthen our leadership positions in rules-based, systematic investment strategies, customized individual separate accounts and wealth management solutions. As a result of this strategic initiative, we anticipate many changes that would impact Parametric’s stand-alone performance, including the potential for increased revenues and assets under management, as well as increased expenses in connection with various planned technology initiatives. Additionally, EVM will receive newly issued units of Parametric in exchange for the contribution and re-branding of its rules-based, systematic investment-grade fixed income strategies. The issuance of these incremental Parametric units to EVM could result in lower Parametric per unit value if the additional revenue does not meet

 12 
 

expectations and/or if expenses exceed expectations. If the performance of Parametric after the exchange exceeds the performance of Eaton Vance as a whole following the exchange, you might retain more value by keeping your eligible awards and not participating in the exchange offers. However, if the performance of Parametric is worse than Eaton Vance as a whole following the exchange, including as a result of impacts from our strategic initiative, you might receive less value if you keep your eligible awards and do not participate in the exchange offers.

The strategic initiative may not achieve the marketing and financial benefits we expect. Additionally, through the strategic initiative, we expect to increase spending on technology, which could reduce short-term future cash flows, which would have a negative effect on future valuations. The value of Parametric will be affected based on the outcome of these factors.

The value of your eligible awards, and therefore the number of RSAs you would receive in the exchange, is determined based on a fair value estimate of Parametric’s enterprise value as of July 19, 2019 and the corresponding value of each class of Incentive Unit, subject to various assumptions and uncertainty, as determined by an independent third-party valuation firm.

Consistent with the process used annually by Eaton Vance to value Incentive Units for purposes of grants, an estimate of Parametric’s fair value as of July 19, 2019 was determined by Valuation Research Corp. (“VRC”), an independent third-party valuation firm, through a combination of two equally weighted valuation techniques: a discounted earnings model and a company guidelines model. The discounted earnings model ascribes an enterprise value to Parametric by discounting projected future cash flows of Parametric (provided by Parametric management and extended by VRC based on historical trends) to arrive at a value. The company guidelines model ascribes an enterprise value to Parametric by applying market multiples of investment management industry businesses of similar size. In addition, with respect to each class of Incentive Units (such class determined by grant date), the independent valuation firm adjusted the per unit value to reflect the fact that the Incentive Units are not entitled to dividends, dividend equivalents, or other distributions of future Parametric earnings. The per unit discount was calculated using a risk free rate of return of 1.8% and a duration equal to the weighted average vesting period of each class. These fair value techniques are based upon assumptions we believe to be reasonable but which are inherently uncertain. The exchange ratios, which are the number of RSAs you would receive per eligible award exchanged in the exchange offers, will be determined based on (i) the fair value of your class of Incentive Unit, determined as described above, and (ii) the closing price on the New York Stock Exchange (“NYSE”) of Eaton Vance non-voting common stock on the date of the exchange. Therefore, if the assumptions used to value your Incentive Units are incorrect, you may receive fewer shares in the exchange offers than you would have otherwise received.

Any RSAs you receive in the exchange offers will generally be subject to the same vesting terms as your eligible award.

The RSAs will vest on the same time-based vesting schedule as your current eligible awards. (See Section 9, “Source and Amount of Consideration; Terms of RSAs.”) Vesting of the RSAs

 13 
 

will be conditioned upon your continued employment with us, subject to limited exceptions for death or disability (as defined under the EVC 2013 Plan rather than under your eligible awards). Subject to the limited exceptions for death or disability, this means that you will be required to remain employed with us through the applicable remaining vesting dates in order for the unvested RSAs to vest.

If your employment with us terminates for any reason (other than as a result of death or disability (as defined under the EVC 2013 Plan)) during the vesting period of your RSA, you will forfeit your RSAs at that time.

The exchange offers are not a promise of continued employment for any period of time.

The exchange offers do not change the “at-will” nature of your employment. Your employment may be terminated by us or by you at any time, including prior to the expiration time, the RSA grant date or the date your RSA would vest, for any reason, with or without cause.

Tax-Related Risks

We believe that the exchange of eligible awards for RSAs pursuant to the exchange offers should be treated as a non-taxable exchange and neither we nor any of our employees should recognize any income for U.S. federal income tax purposes upon the surrender of eligible awards and the grant of RSAs.

If you participate in the exchange offers, you should not recognize any income or be subject to income tax withholding upon the cancellation of your eligible awards and receipt of your RSAs. You will have taxable income when your shares of restricted stock vest.

Business-Related Risks

In addition to the risks discussed above, you should carefully review the risk factors contained in our Annual Report on Form 10-K for the year ended October 31, 2018, and our Quarterly Reports on Form 10-Q for the quarters ended January 31 and April 30, 2019, as well as the information provided in this exchange offer and the other materials that we have filed with the SEC, before making a decision on whether or not to tender your eligible awards. Our SEC filings are available to the public on the SEC’s Internet site at http://www.sec.gov. Each person to whom a copy of this exchange offer is delivered may obtain a copy of any or all of the documents to which we have referred you, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents, at no cost, by writing to us at Eaton Vance Corp., Two International Place, Boston, MA 02110, Attention: Dan Ethier.

 14 
 

 

THE EXCHANGE OFFERS

Eaton Vance Corp. (“Eaton Vance,” and together with its affiliates as appropriate “we,” “our” or “us”) is offering to our eligible employees of Parametric the opportunity to exchange outstanding Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units (“Incentive Units”) for Eaton Vance Corp. Restricted Stock Awards (“RSAs”). The exchange offers and withdrawal rights will expire at the “expiration time,” which is 7:00 p.m., Eastern Time, on September 27, 2019, unless we extend the exchange offers.

Section 1. Eligibility.

“Eligible awards” are outstanding awards of Eaton Vance Corp. Deferred Stock Awards related to Incentive Units held by eligible employees that were granted pursuant to the 2016 Parametric Phantom Incentive Plan (“2016 Parametric Plan”) or the 2018 Parametric Phantom Incentive Plan (“2018 Parametric Plan”) and are settled through delivery of a number of shares of non-voting common stock of Eaton Vance Corp. issued under the Eaton Vance Corp. 2013 Omnibus Incentive Plan, as amended (the “EVC 2013 Plan”). There are four different classes of Incentive Units, each corresponding to its respective original date of grant, and each possessing different economic rights based on its date of grant. This document describes the offer of exchange being made with respect to each such class. Eligible awards granted on November 1, 2016 and November 1, 2017 are under the 2016 Parametric Plan. Eligible awards granted on January 10, 2018 and November 1, 2018 are under the 2018 Parametric Plan. The 2016 Parametric Plan and the 2018 Parametric Plan are substantially similar, other than the unitization of awards. Under the 2016 Parametric Plan, one Incentive Unit is equivalent to one unit of Parametric. Under the 2018 Parametric Plan, 100 Incentive Units are equivalent to one unit of Parametric.

You are an “eligible employee” if you hold an eligible award.

If you elect to exchange an eligible award, you must exchange the entire eligible award. Eligible awards properly tendered in the exchange offers and accepted by us for exchange will be cancelled and the RSAs granted immediately upon the expiration time.

If you do not remain employed by us through the expiration date, you will forfeit your current eligible awards in accordance with their terms. If we do not extend the exchange offers, the expiration date and RSA grant date will be September 27, 2019. Except as provided by applicable law and/or any employment agreement between you and Parametric, your employment with Parametric will remain “at-will” and can be terminated by you or Parametric at any time, with or without cause or notice. In order to vest in your RSAs, you must remain in continuous employment with us through the applicable vesting date. If your employment with us terminates for any reason (other than as a result of death or disability (as defined in the EVC 2013 Plan)) during the vesting period of your RSA, you will forfeit your RSAs at that time. See Section 9 (“Source and Amount of Consideration; Terms of RSAs”).

Nothing in the exchange offers should be construed to confer upon you the right to remain an employee of Eaton Vance or one of our affiliates. The terms of your employment with us remain unchanged. We cannot guarantee or provide you with any assurance that you will

 15 
 

not be subject to involuntary termination or that you will otherwise remain in our employ until the RSA grant date or thereafter.

Section 2. Number of Shares of Restricted Stock; Expiration Time.

Subject to the terms and conditions of the exchange offers, we will accept for exchange eligible awards that (i) are held by eligible employees, (ii) are outstanding as of the expiration time and (iii) are properly tendered and not validly withdrawn before the expiration time. For a complete listing of your awards, including any Incentive Units you may have, please login to your account with Charles Schwab.

Exchange Ratios.

If you are an eligible employee and choose to participate in the exchange offers and surrender eligible awards for exchange, and if we accept your surrendered eligible awards, you will receive RSAs with the following terms:

·the number of RSAs you will receive will be determined by an exchange ratio, which will be determined based on (i) the fair value of the applicable class of Incentive Unit, as determined by Eaton Vance based on an independent third-party valuation (which fair value is reflected in the table below), and (ii) the closing price of shares of non-voting common stock of Eaton Vance on the date of the exchange. Each exchange ratio is calculated with the intent that the fair value of the RSAs be equal to the fair value of the eligible award tendered for exchange. The exchange ratios for the 2016 Parametric Plan and the 2018 Parametric Plan will be calculated as follows:
    • Awards under the 2016 Parametric Plan: the applicable value of one Incentive Unit will be divided by the closing price on the New York Stock Exchange (“NYSE”) of shares of non-voting common stock of Eaton Vance on the expiration date;
    • Awards under the 2018 Parametric Plan: the applicable value of 100 Incentive Units will be divided by 100 (to reflect that the Incentive Units are unitized under the 2018 Parametric Plan such that 100 Incentive Units is equivalent to one unit of Parametric) and then divided by the closing price on NYSE of shares of non-voting common stock of Eaton Vance on the expiration date;
·the RSAs will be granted under the EVC 2013 Plan;
·any dividends declared on unvested RSAs will be accrued and paid to you upon vesting; and
·the RSAs will continue to vest on the same time-based vesting schedule as the eligible awards you currently hold. (See Section 9, “Source and Amount of Consideration; Terms of RSAs.”) As with the eligible awards you currently hold, vesting of the RSAs will be conditioned upon your continued employment with us, subject to limited exceptions for
 16 
 

death or disability. However, for purposes of the RSAs, “disability” is defined under the EVC 2013 Plan rather than under your eligible awards.

Fractional RSAs will be rounded up to the nearest whole RSA on a grant-by-grant basis. We will grant the RSAs immediately upon the expiration time. If the expiration time is extended, the RSA grant date will be similarly extended.

Table of Hypothetical Exchange Ratios Based on Various Assumed Closing Prices of Our
Non-Voting Common Stock on September 27, 2019

In the following table, we have assumed that the closing price of our non-voting common stock on the NYSE on the day the exchange offers expire will be $39, which was the closing price of our non-voting common stock on August 23, 2019, rounded to the nearest dollar. We have also included additional closing prices that represent approximately 10% ($43), 20% ($47) and 30% ($51) increases and 10% ($35), 20% ($31) and 30% ($27) decreases to such assumed closing price.

    Exchange Ratio(4) – Based on Assumed Closing Prices
  Fair Value per Incentive Unit(1) $27.00 $31.00 $35.00 $39.00 $43.00 $47.00 $51.00
2016 Parametric Plan(2)                
November 1, 2016 $2,716 100.59 87.61 77.60 69.64 63.16 57.79 53.25
November 1, 2017 $2,559 94.78 82.55 73.11 65.62 59.51 54.45 50.18
                 
  Fair Value per 100 Incentive Units(1)              
2018 Parametric Plan(3)                
January 10, 2018 $2,559 94.78 82.55 73.11 65.62 59.51 54.45 50.18
November 1, 2018 $2,368 87.70 76.39 67.66 60.72 55.07 50.38 46.43
(1)
Under the 2016 Parametric Plan, one Incentive Unit is equivalent to one unit of Parametric. Under the 2018 Parametric Plan, awards are unitized such that 100 Incentive Units is equivalent to one unit of Parametric. Because the number of shares subject to each Eaton Vance Corp. Deferred Stock Award is derived from the fair value of the related Incentive Unit, the fair value of each eligible award is equivalent to the fair value of the related Incentive Unit.
(2)Awards granted under the 2016 Parametric Plan are based on one unit of Parametric.
 17 
 
(3)Awards granted under the 2018 Parametric Plan are based on 1/100th of a unit of Parametric.
(4)After applying the applicable exchange ratio, any fractional RSAs will be rounded up to the nearest whole RSA on a grant-by-grant basis.

Consistent with the process used annually by Eaton Vance to value Incentive Units for purposes of grants, an estimate of Parametric’s fair value as of July 19, 2019 was determined by VRC, an independent third-party valuation firm, through a combination of two equally weighted valuation techniques: a discounted earnings model and a company guidelines model. The discounted earnings model ascribes an enterprise value to Parametric by discounting projected future cash flows of Parametric (provided by Parametric management and extended by VRC based on historical trends) to arrive at a value. The company guidelines model ascribes an enterprise value to Parametric by applying market multiples of investment management industry businesses of similar size. In addition, with respect to each class of Incentive Units (such class determined by grant date), the independent valuation firm adjusted the per unit value to reflect the fact that the Incentive Units are not entitled to distributions of future Parametric earnings. The per unit discount was calculated using a risk free rate of return of 1.8% and a duration equal to the weighted average vesting period of each class. These fair value techniques are based upon assumptions we believe to be reasonable but which are inherently uncertain.

The commencement date of the exchange offers is August 28, 2019. We are making the exchange offers upon the terms and subject to the conditions described in this document and in the related election form distributed with this document. You are not required to accept the exchange offers. If you elect to exchange an eligible award, you must exchange the entire eligible award. Eligible awards properly tendered in the exchange offers and accepted by us for exchange will be cancelled and the RSAs granted as of the day the exchange offers expire.

Our non-voting common stock is traded on the NYSE under the symbol “EV.” On August 27, 2019, the closing price of our non-voting common stock was $40.46 per share. You should evaluate the risks related to our business, our non-voting common stock, and these exchange offers, and review current market quotes for our non-voting common stock, among other factors, before deciding to participate in the exchange offers. All RSAs will be subject to the terms of an RSA agreement between you and Eaton Vance Corp. under the EVC 2013 Plan. See Section 9 (“Source and Amount of Consideration; Terms of RSAs”).

We may, in our discretion, extend the exchange offers, in which event the expiration time will refer to the latest time and date at which the extended offers expire. See Section 15 (“Extension of the Exchange Offers; Termination; Amendment”) for a description of our rights to extend, terminate and amend the exchange offers.

Section 3. Purposes of the Exchange Offers.

We recently announced a strategic initiative within our Parametric and Eaton Vance Management (“EVM”) investment affiliates to strengthen the Company’s leadership positions in rules-based, systematic investment strategies, customized individual separate accounts and wealth management solutions. The initiative has three principal components:

     18 
     
  • rebranding EVM’s rules-based, systematic investment-grade fixed income strategies as Parametric and aligning internal reporting consistent with the revised branding;
  • combining the technology and operating platforms supporting the individual separately managed account businesses of Parametric and EVM; and
  • integrating the distribution teams serving Parametric and EVM clients and business partners in the registered investment advisor and multi-family office market.

Achievement of the goals of this strategic initiative will involve realignment of investment teams, distribution teams and operational processes at Parametric, EVM and Eaton Vance Distributors, Inc. and this realignment will more closely tie these entities, from a financial and operational perspective.

Currently, the value of the shares of non-voting common stock of Eaton Vance Corp. that may be issued to you under your Eaton Vance Deferred Stock Awards related to Incentive Units is based on the performance, as of the time of vesting of the awards, of Parametric. However, as a result of this strategic initiative, we anticipate many changes that would impact Parametric’s stand-alone performance, including the potential for increased revenues and assets under management, as well as increased expenses in connection with various planned technology initiatives. Additionally, EVM will receive newly issued units of Parametric in exchange for the contribution and re-branding of its rules-based, systematic investment-grade fixed income strategies. The issuance of these incremental Parametric units to EVM could result in lower Parametric per unit value if the additional revenue does not meet expectations and/or if expenses exceed expectations.

In light of these changes, Eaton Vance is making the exchange offers as part of its efforts to better align on a going forward basis the compensation programs in which Parametric employees participate with the realigned business resulting from this strategic initiative, as the realignment is intended to support the combined growth of Eaton Vance Corp. and Parametric.

Eaton Vance continually evaluates and explores strategic opportunities as they arise, including business combination transactions, strategic partnerships, capital infusions and the purchase and sale of assets. At any given time, we may be engaged in discussions or negotiations with respect to various corporate transactions. We also grant stock options and other stock awards, including restricted stock units and shares of restricted stock, in the ordinary course of business to our current and new employees, including our executive officers, and members of our Board of Directors. Our employees, including our executive officers, and directors from time to time acquire or dispose of our securities. Additionally, in the ordinary course of business, Eaton Vance makes changes in the composition and structure of its board of directors and/or management.

In addition to the exchange offers described in this document, EVM is conducting (1) a cash tender offer pursuant to Regulation 14E for units of Parametric Portfolio, L.P. issued under a different incentive plan and (2) a negotiated cash transaction for a different class of units of Parametric Portfolio, L.P. held by eight people in connection with Parametric’s prior acquisition of Parametric Risk Advisors LLC. The securities described in (1) and (2) above

 19 
 

have different economic rights from each other and from the securities to which the exchange offers relate and are not part of the exchange offers described in this document.

Subject to the foregoing, and except as otherwise disclosed in the exchange offer materials or in our filings with the SEC, we presently have no plans or proposals that relate to or would result in:

  • any extraordinary transaction, such as a material merger, reorganization or liquidation, involving Eaton Vance or any of its subsidiaries;
  • any purchase, sale or transfer of a material amount of our assets or the assets of any of our subsidiaries;
  • any material change in our present dividend rate or policy, or our indebtedness or capitalization;
  • any change in our present board of directors or management, including, but not limited to, any plans or proposals to change the number or term of directors or to fill any existing board vacancies or to change any material term of the employment contract of any executive officer;
  • any other material change in our corporate structure or business;
  • our non-voting common stock being delisted from NYSE;
  • our non-voting common stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (“the Exchange Act”);
  • the suspension of our obligation to file reports pursuant to Section 15(d) of the Exchange Act;
  • the acquisition by any person of additional securities of ours or the disposition of our securities; or
  • any changes in our certificate of incorporation or bylaws, or any actions that may impede the acquisition of control of us by any person.

Neither we nor our board of directors makes any recommendation as to whether you should accept the exchange offers, nor have we authorized any person to make any such recommendation. You should evaluate carefully all of the information in this document and consult your investment and tax advisors. You must make your own decision about whether to participate in the exchange offers.

 20 
 

 

Section 4. Procedures for Electing to Exchange Awards.

Proper Election to Exchange Awards.

Participation in the exchange offers is voluntary. If you are an eligible employee and you wish to surrender your eligible awards for exchange, you must notify us of your election before the exchange offers expire at 7:00 p.m., Eastern Time, on September 27, 2019 (or such later date as may apply if the exchange offers are extended). If we extend the exchange offers beyond that time, you may surrender your eligible awards for exchange at any time until the extended expiration time.

If you elect to exchange an eligible award, you must exchange the entire eligible award.

You must notify us of your election to exchange such eligible awards before the expiration deadline of 7:00 p.m., Eastern Time, on September 27, 2019 (or such later date as may apply if the exchange offers are extended). If you would like to participate in the exchange offers, you must properly complete and submit your election to us by completing an election form and returning it via e-mail (via PDF or similar imaged document file) to the email address specified in the election form being distributed with this document.

You must ensure that we receive your election form by the deadline.

Only responses that are complete and actually received by us by the expiration time will be accepted. The delivery of all documents, including election forms and withdrawal forms, is at your risk. We will confirm the receipt of your election or withdrawal within two business days. If you have not received a confirmation, it is your responsibility to send an e-mail to Dan Ethier at his Eaton Vance email address at DEthier@eatonvance.com or call 617-672-8581.

If you wish to withdraw the eligible awards you selected for exchange, you may do so at any time before the expiration time by following the procedures described in Section 5 (“Withdrawal Rights and Change of Election”).

Your election to participate becomes irrevocable after 7:00 p.m., Eastern Time, on September 27, 2019, unless we extend the exchange offers, in which case your election will become irrevocable after 7:00 p.m., Eastern Time, on the new expiration date. The exception to this rule is that if we have not accepted your properly tendered awards by October 25, 2019, you may withdraw your awards at any time thereafter. You may change your mind after you have submitted an election form and withdraw from the applicable exchange offer at any time before the expiration time, as described in Section 5 (“Withdrawal Rights and Change of Election”). You may change your mind as many times as you wish, but you will be bound by the last properly submitted election form we receive before the expiration time.

This is a one-time offer, and we are required to and will strictly enforce the expiration time. Elections after the expiration time will not be honored.

 21 
 

We may extend the exchange offers. If we extend the exchange offers, we will issue an e-mail or other communication to all eligible employees disclosing the extension no later than 9:00 a.m., Eastern Time, on the business day immediately following the previously scheduled expiration time.

Our receipt of your election form is not by itself an acceptance of your awards for exchange. For purposes of the exchange offers, we will be deemed to have accepted eligible awards for exchange that are properly tendered and not validly withdrawn as of the time when we give oral or written notice of our acceptance of awards for exchange. We may issue this notice of acceptance by e-mail or other form of communication.

Eligible awards accepted for exchange will be cancelled immediately upon the expiration time.

Determination of Validity; Rejection of Awards Tendered For Exchange; Waiver of Defects; No Obligation To Give Notice Of Defects.

We will determine, in our discretion, all questions about the validity, form, eligibility (including time of receipt) and acceptance of any eligible awards. Our determination of these matters will be final and binding on all persons. We reserve the right to reject any election form or any awards tendered for exchange that we determine are not in appropriate form or are unlawful to accept. We will accept all properly tendered awards that are not validly withdrawn. We also reserve the right to waive any of the conditions of the exchange offers or any defect or irregularity in any tender of any particular awards or for any particular award holder, provided that if we grant any such waiver, it will be granted with respect to all award holders and tendered awards. No tender of awards will be deemed to have been properly made until all defects or irregularities have been cured by the tendering award holder or waived by us.

Neither we nor any other person is obligated to give you notice of any defects or irregularities in any election form, nor will anyone incur any liability for failure to give any notice.

Your election to exchange awards through the procedures described above constitutes your acceptance of the terms and conditions of the applicable exchange offer. Subject to Eaton Vance’s right to extend, postpone, terminate or amend this offer and the satisfaction of the conditions to the offer, Eaton Vance currently expects that it will accept promptly after the expiration of this offer all eligible awards properly tendered. Our acceptance of your eligible awards for exchange will constitute a binding agreement between Eaton Vance Corp. and you upon the terms and subject to the conditions of the exchange offers.

Section 5. Withdrawal Rights and Change of Election.

You may change your election with respect to your eligible awards only in accordance with the provisions of this section at any time before the expiration time. If we extend the exchange offers, you may withdraw your tendered awards at any time until the extended expiration time.

You may change your election by submitting a new properly completed election form before the expiration time and you may withdraw your election by properly submitting a withdrawal

 22 
 

form before the expiration time. If you withdraw an eligible award, you must withdraw the entire outstanding award.

In addition, although we intend to accept all properly tendered awards promptly upon the expiration time, if we have not accepted your awards by October 25, 2019, you may withdraw your tendered awards at any time thereafter.

You may change your mind as many times as you wish, but you will be bound by the last properly submitted election and/or withdrawal form we receive before the expiration time. Any eligible awards that you do not withdraw will be bound pursuant to your prior election form.

Section 6. Acceptance of Awards for Exchange and Granting of RSAs.

Upon the terms and conditions of the exchange offers and promptly following the expiration time, we will accept for exchange and cancel all eligible awards properly tendered for exchange and not validly withdrawn before the expiration time. Once the eligible awards are cancelled, you no longer will have any rights with respect to such awards. Subject to the terms and conditions of the applicable exchange offer, if your awards are properly tendered by you for exchange and accepted by us, such awards will be cancelled as of expiration time.

Subject to our rights to terminate the exchange offers, as discussed in Section 15 (“Extension of the Exchange Offers; Termination; Amendment”), we will accept promptly upon the expiration time all properly tendered awards that are not validly withdrawn. We will give oral or written notice to the eligible employees generally of our acceptance for exchange of the eligible awards. This notice may be made by e-mail or other method of communication.

We will grant the RSAs immediately upon the expiration time. All RSAs will be granted under the EVC 2013 Plan and will be subject to an RSA agreement between you and Eaton Vance Corp. The number of RSAs you will receive will be determined as described in Section 2 (“Number of Shares of Restricted Stock; Expiration Time”). As soon as practicable after the expiration time, we will upload your RSA agreements to the Charles Schwab equity center.

Awards that we do not accept for exchange will remain outstanding until they expire by their terms and will retain their current terms and current vesting schedule.

Section 7. Conditions of the Exchange Offers.

Notwithstanding any other provision of the exchange offers, we will not be required to accept any eligible awards tendered for exchange, and we may terminate the exchange offers, or postpone our acceptance and cancellation of any eligible awards tendered for exchange, in each case, subject to Rule 13e-4(f)(5) under the Exchange Act, if at any time on or after the date the exchange offers commence, and before the expiration time, any of the following events has occurred, or has been determined by us, in our reasonable judgment, to have occurred:

     23 
     
  • the number of eligible awards tendered and not withdrawn as of the expiration time in the aggregate across all four classes of Incentive Units represents less than 90% of all outstanding eligible awards (based on the aggregate fair value of all Incentive Units);
  • the eligible awards tendered and not withdrawn as of the expiration time in the aggregate across all four classes of Incentive Units represents participation by less than 90% of all eligible employees;
  • there has been threatened in writing or instituted or is pending any action, proceeding or litigation seeking to enjoin, make illegal or delay completion of the exchange offers or otherwise relating in any manner, to the exchange offers;
  • any order, stay, judgment or decree has been issued by any court, government, governmental authority or other regulatory or administrative authority and is in effect, or any statute, rule, regulation, governmental order or injunction has been proposed, enacted, enforced or deemed applicable to the exchange offers, any of which might restrain, prohibit or delay completion of the exchange offers or impair the contemplated benefits of the exchange offers to us (see Section 3, “Purposes of the Exchange Offers,” for a description of the contemplated benefits of the exchange offer to us);
  • there has occurred:
    • any general suspension of trading in, or limitation on prices for, our securities on any national securities exchange or in an over-the-counter market in the United States;
    • the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States;
    • any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that, in our reasonable judgment, might affect the extension of credit to us by banks or other lending institutions in the United States;
    • in our reasonable judgment, any extraordinary or material adverse change in U.S. financial markets generally, including a decline of at least 10% in the Dow Jones Industrial Average, the NYSE Composite Index or the Standard & Poor’s 500 Index from the date of commencement of the exchange offers;
    • the commencement, continuation or escalation of a war or other national or international calamity directly or indirectly involving the United States, which reasonably could be expected to affect materially or adversely, or to delay materially, the completion of the exchange offers; or
    • if any of the situations described above existed at the time of commencement of the exchange offers and that situation, in our reasonable judgment, deteriorates materially after commencement of the exchange offers;
     24 
     
  • there has occurred any change, development, clarification or position taken in generally accepted accounting principles that could or would require us to record for financial reporting purposes compensation expense against our earnings in connection with the exchange offers, other than as contemplated as of the commencement date of the exchange offers (as described in Section 12, “Status of Awards Acquired by Us in the Exchange Offers; Accounting Consequences of the Exchange Offers”);
  • any event has occurred that has resulted or is reasonably likely to result, in our reasonable judgment, in a material adverse change in our business or financial condition;
  • any event has occurred that has resulted or may result, in our reasonable judgment, in a material impairment of the contemplated benefits of the exchange offers to us (see Section 3, “Purposes of the Exchange Offers,” for a description of the contemplated benefits of the exchange offers to us);
  • any rules or regulations by any governmental authority, NYSE or other regulatory or administrative authority or any national securities exchange have been enacted, enforced or deemed applicable to us that affect the exchange offers; or
  • the number of shares available for issuance under the EVC 2013 Plan is less than the amount of shares necessary in order to complete the exchange for all tendered eligible awards.

If any of the above events occur, we may:

  • terminate the exchange offers and all tendered eligible awards will continue to remain outstanding;
  • complete and/or extend the exchange offers and, subject to your withdrawal rights, retain all tendered eligible awards until the extended offers expire;
  • amend the terms of the exchange offers; or
  • waive any unsatisfied condition and, subject to any requirement to extend the period of time during which the exchange offers are open, complete the exchange offers.

The conditions to the exchange offers are for our benefit. We may assert them in our discretion regardless of the circumstances giving rise to them before the expiration time. We may waive any condition, in whole or in part, at any time and from time to time before the expiration time, in our discretion, whether or not we waive any other condition to the exchange offers. Our failure at any time to exercise any of these rights will not be deemed a waiver of any such rights, but will be deemed a waiver of our ability to assert the condition that was triggered with respect to the particular circumstances under which we failed to exercise such rights. Subject to any order or decision by a court or arbiter of competent jurisdiction, any determination we make concerning the events described in this Section will be final and binding upon all persons.

 25 
 

Section 8. Price Range of Shares Underlying the Awards and RSAs.

The Eaton Vance non-voting common stock is traded on the NYSE under the symbol “EV.” The following table shows, for the periods indicated, the high and low intraday sales price per share of our non-voting common stock as reported by NYSE.

    High   Low  
Fiscal Year Ending October 31, 2019                
4th Quarter (through August 27, 2019)   $ 44.58     $ 38.59  
3rd Quarter   $ 46.00     $ 36.84  
2nd Quarter   $ 42.94     $ 38.59  
1st Quarter   $ 46.26     $ 32.28  
                 
Fiscal Year Ended October 31, 2018                
4th Quarter   $ 54.44     $ 42.16  
3rd Quarter   $ 58.54     $ 51.55  
2nd Quarter   $ 58.64     $ 51.54  
1st Quarter   $ 60.95     $ 50.26  
                 
Fiscal Year Ended October 31, 2017                
4th Quarter   $ 52.36     $ 45.06  
3rd Quarter   $ 50.10     $ 42.65  
2nd Quarter   $ 47.83     $ 41.40  
1st Quarter   $ 44.00     $ 34.44  

 

On August 27, 2019, the last reported sale price of our non-voting common stock, as reported by NYSE, was $40.46 per share.

You should evaluate current market quotes for our non-voting common stock, among other factors, before deciding whether or not to accept the exchange offers.

Section 9. Source and Amount of Consideration; Terms of RSAs.

Consideration.

Subject to the terms and conditions of the exchange offers, upon our acceptance of your properly tendered eligible awards, you will be entitled to receive RSAs determined using the applicable exchange ratio. Each exchange ratio is calculated with the intent that the fair value of the RSAs be equal to the fair value of the eligible awards tendered for exchange, as described in Section 2 (“Number of Shares of Restricted Stock; Expiration Time”). Fractional RSAs will be rounded up to the nearest whole RSA on a grant-by-grant basis.

If we receive and accept tendered awards from eligible employees of all awards eligible to be tendered, based upon the fair values of the Incentive Units described in Section 2 (“Number of Shares of Restricted Stock; Expiration Time”) and assuming a closing price of our non-voting common stock of $40.46, we will grant RSAs equal to approximately 532,000 shares of our

 26 
 

non-voting common stock, or approximately 0.47% of the total shares of our non-voting common stock outstanding as of August 23, 2019.

General Terms of RSAs.

RSAs will be granted under the EVC 2013 Plan and subject to an RSA agreement between you and Eaton Vance Corp. The following description summarizes the material terms of the RSAs and the EVC 2013 Plan under which the RSAs will be granted. Our statements in this document concerning the EVC 2013 Plan and the RSAs are merely summaries. The statements are subject to, and are qualified in their entirety by reference to, the EVC 2013 Plan and the form of RSA agreement, which are incorporated herein by reference. The EVC 2013 Plan and the applicable form of RSA agreement are incorporated by reference or filed as exhibits to the Schedule TO with which the offers to exchange have been filed and are available on the SEC website at http://www.sec.gov. You may also contact Dan Ethier to receive a copy of the EVC 2013 Plan and the form of RSA agreement. We will promptly furnish to you copies of these documents upon request at our expense.

Each recipient of an award under the EVC 2013 Plan is referred to as a participant.

Purchase Price. The purchase price, if any, of an RSA granted under the EVC 2013 Plan is generally determined by the administrator of such plan. There will be no purchase price for the RSAs granted in the exchange offers. As a result, you do not have to make any cash payment to Eaton Vance to receive your RSAs, but you will be required to satisfy your tax obligation associated with the vesting of the shares.

Vesting. Each RSA will vest on the same time-based vesting schedule as your eligible award. Vesting of the RSAs will be conditioned upon your continued employment with us, subject to limited exceptions for death or disability. This means that you will be required to remain employed with us in order for any unvested RSAs to vest. However, if your employment with us terminates by reason of death or disability, the vesting of the RSAs will accelerate such that your RSAs will be fully vested. The definition of “disability” with respect to your eligible awards differs from the definition of “disability” with respect to the RSAs.

  • Under your eligible awards, “disability” means your inability, as determined by us, to perform the essential functions of your regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of six (6) consecutive months. At your request or the request of your personal representative, our determination that a disability has occurred will be certified by two physicians mutually agreed upon by you or your personal representative and us and failing such independent certification (if so requested by you or your representative), your termination will be deemed a termination by us without cause and not a termination by reason of your disability.

 

  • Under the RSAs, “disability” means a permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code, which requires that you are unable to
  •  27 
     
    engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. A disability will only be deemed to occur at the time of the determination by us of the disability.

Transferability of RSAs. RSAs granted in the exchange offers may not be transferred, except by will, the laws of descent and distribution or by operation of the last validly filed beneficiary designation, filed on a form acceptable to Eaton Vance. Any RSA that is transferred to a family member or beneficiary pursuant to the preceding sentence (i) may not be subsequently transferred otherwise than by will or by the laws of descent and distribution and (ii) remains subject to the terms of the EVC 2013 Plan and the applicable RSA agreement. Any shares of Eaton Vance non-voting common stock held by a permissible transferee shall be subject to the terms of the EVC 2013 Plan and the applicable RSA agreement.

Sale of Shares Underlying RSAs. Unless you are considered an affiliate of Eaton Vance Corp. for purposes of the Securities Act of 1933, as amended, you will be able to sell the shares of non-voting common stock of Eaton Vance Corp. upon vesting of the RSAs free of any transfer restrictions under applicable U.S. securities laws.

Federal Income Tax Consequences. You should refer to Section 14 (“Material Income Tax Consequences — Material U.S. Federal Income Tax Consequences”) for a discussion of the U.S. federal income tax consequences of the RSAs and eligible awards, as well as the consequences of accepting or rejecting the exchange offers. If you are a taxpayer of the United States, but also are subject to the tax laws of another non-U.S. jurisdiction, you should be aware that there might be other tax and social insurance consequences that may apply to you. We strongly recommend that you consult with your advisors to discuss the consequences to you of this transaction.

The EVC 2013 Plan.

The EVC 2013 Plan allows for awards of stock options, restricted stock, deferred stock units and other stock-based awards to eligible employees and non-employee directors. As of November 1, 2018, an aggregate of 25,500,000 shares of non-voting common stock were authorized for issuance under the EVC 2013 Plan (subject to adjustment for certain changes in our capitalization).

Administration. The EVC 2013 Plan is administered by the Compensation Committee of our Board of Directors. The Compensation Committee has the authority to grant awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the EVC 2013 Plan as it deems advisable.

The Compensation Committee may make appropriate adjustments in connection with the EVC 2013 Plan, and any outstanding awards to reflect stock splits, stock dividends, recapitalizations, spin-offs and other similar changes in capitalization.

 28 
 

The EVC 2013 Plan also contains provisions addressing the consequences of any Change in Control, which is generally defined as (a) the acquisition, other than from Eaton Vance or with Eaton Vance’s interest, by any individual, entity or group of 50% or more of the combined voting power of the then outstanding Eaton Vance voting stock, (b) approval by our voting stockholders of a reorganization, merger or consolidation, in each case with respect to which all or substantially all of the individuals and entities who are the respective beneficial owners of our voting stock immediately prior to such reorganization, merger or consolidation will not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of the then combined voting power of the then outstanding voting stock entitled to vote generally in the election of our directors or other entity resulting from the reorganization, merger or consolidation in substantially the same proportion as their ownership immediately prior to such reorganization, merger or consolidation or (c) approval by our voting stockholders of (i) the liquidation or dissolution of Eaton Vance, (ii) a sale or other disposition of all or substantially all of the assets of Eaton Vance, (iii) a sale or disposition of Eaton Vance Management (or any successor thereto) or of all or substantially all of the assets of Eaton Vance Management (or any successor thereto), or (iv) an assignment by any Eaton Vance direct or indirect investment adviser subsidiary of investment advisory agreements pertaining to more than 50% of the aggregate assets under management of all such Eaton Vance subsidiaries, in the case of (ii), (iii) or (iv) other than to a corporation or other entity with respect to which, following such sale or disposition or assignment, more than 50% of the outstanding combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation or other entity is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of our voting stock immediately prior to such sale, disposition or assignment in substantially the same proportion as their ownership of our voting stock immediately prior to such sale, disposition or assignment. In the event of a Change in Control of Eaton Vance, the RSAs will not automatically vest and any such award shall be treated in accordance with one of the following methods determined by the Compensation Committee, in its sole discretion: (a) awards, shall be continued, assumed, have new rights substituted therefore, as determined by the Compensation Committee in its sole discretion, and restrictions applicable to any award granted prior to the Change in Control shall not lapse upon a Change in Control; (b) the Compensation Committee, in its sole discretion, may provide for the purchase of any awards by Eaton Vance or a subsidiary or any acquiring or successor person or entity for an amount of cash equal to the Change in Control Price (as defined below) of the shares of non-voting common stock covered by such awards, less any applicable tax withholding; and (c) the Compensation Committee may, in its sole discretion, provide for the cancellation of any awards without payment, if such award is unvested upon the closing date of the Change in Control. “Change in Control Price” shall mean the highest price per share of Eaton Vance non-voting common stock paid in any transaction related to a Change in Control. Notwithstanding the foregoing, the Compensation Committee may, in its sole discretion, provide for accelerated vesting or lapse of restrictions, of an award at the time of grant or at any time thereafter.

 29 
 

If any award expires or is terminated, surrendered, canceled or forfeited, the unused shares of non-voting common stock covered by such award will again be available for grant under the EVC 2013 Plan.

Eligibility to Receive Awards. Each employee of Eaton Vance or one of its subsidiaries is eligible to be granted awards under the EVC 2013 Plan. The maximum number of shares with respect to which awards may be granted to any one participant in any three-fiscal-year period is 7,200,000 shares.

Amendment or Termination. No award may be made under the EVC 2013 Plan after October 23, 2023, but awards previously granted may extend beyond that date. Our Board of Directors may at any time amend, suspend or terminate the EVC 2013 Plan.

Section 10. Information Concerning Eaton Vance; Financial Information.

Information Concerning Eaton Vance.

Our principal executive offices are located at Two International Place, Boston, MA 02110, and our main telephone number is (617) 482-8260. Questions regarding the exchange offers should be directed to:

Dan Ethier

Eaton Vance Corp.

Two International Place,

Boston, MA 02110

Telephone: 617-672-8581

 

Eaton Vance provides advanced investment strategies and wealth management solutions to forward-thinking investors around the world. Our principal business is managing investment funds and providing investment management and advisory services to high-net-worth individuals and institutions. Our core strategy is to develop and sustain management expertise across a range of investment disciplines and to offer leading investment strategies and services through multiple distribution channels. In executing our core strategy, we have developed broadly diversified investment management capabilities and a highly functional marketing, distribution and customer service organization. We measure our success as a company based on investment performance delivered, client satisfaction, reputation in the marketplace, progress achieving strategic objectives, employee development and satisfaction, business and financial results, and shareholder value created.

Parametric is an investment affiliate of Eaton Vance. Through Parametric, we manage a range of systematic investment strategies, including systematic equity, systematic alternatives and managed options strategies. Through Parametric, we also provide custom portfolio implementation and overlay services, including tax-managed and non-tax-managed Custom Core equity strategies, centralized portfolio management of multi-manager portfolios and exposure management services.

 30 
 

Financial Information.

As a majority of both Eaton Vance and Parametric’s revenue consists of management fees, we believe that the metrics of assets under management and management fees are a strong indicator of the performance of each entity.

Eaton Vance had $439.3 billion and $422.3 billion of assets under management for the years ended October 31, 2018 and 2017, respectively. Eaton Vance’s assets under management as of April 30, 2019 were $456.2 billion. Parametric had $224.2 billion and $224.9 billion of assets under management for the years ended October 31, 2018 and 2017, respectively. Parametric’s assets under management as of April 30, 2019 were $245.2 billion.

Eaton Vance earned $1.5 billion and $1.3 billion of management fee revenue during the years ended October 31, 2018 and 2017, respectively. Eaton Vance earned $359.4 million of management fee revenue for the fiscal quarter ended April 30, 2019. For the fiscal quarter ended April 30, 2019, 26% of total management fees ($93.4 million) were earned by Parametric. The percentage of total management fees earned by Parametric remained consistent as of October 31, 2018 and 2017, with Parametric earning 26% of management fees for both years amounting to approximately $385.3 million and $342.3 million in management fee revenue, respectively.

Our book value per share as of April 30, 2019 was $9.52.

The financial information, including financial statements and the notes thereto, included under the caption “Item 8. Financial Statements and Supplementary Data” in our Annual Report on Form 10-K for the year ended October 31, 2018, filed with the SEC on December 21, 2018, and under the caption “Part I. Financial Information” in our Quarterly Report on Form 10-Q for the quarter ended April 30, 2019, filed with the SEC on June 5, 2019 are incorporated herein by reference. Attached as Schedule B to this Offer to Exchange is a summary of certain financial information contained in the above-referenced reports.

Incentive Unit Value.

The fair value of the Incentive Units granted on November 1, 2018, 2017 and 2016 was $2,282.74 (per 100 Incentive Units), $2,208.66 (per Incentive Unit), and $1,770.94 (per Incentive Unit), respectively. The fair value of the Incentive Units granted on January 10, 2018 was consistent with the unit value of the November 1, 2017 grants.

 

We recommend that you review the materials that we have filed with the SEC before making a decision on whether or not to surrender your eligible awards for exchange. See Section 17 (“Additional Information”) for more information regarding reports we file with the SEC and how to obtain copies of or otherwise review such reports.

Section 11. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities.

A list of our directors, executive officers and certain other significant employees is attached as Schedule A. Of this group, only Brian D. Langstraat, a Manager and Chief Executive Officer of Parametric Portfolio Associates LLC, is an eligible employee holding eligible awards. As of

 31 
 

August 28, 2019, Mr. Langstraat held the following eligible awards: 478 Incentive Units granted on November 1, 2016; 557 Incentive Units granted on November 1, 2017; and 61,581 Incentive Units granted on November 1, 2018, which represents approximately 19% of the eligible awards outstanding and subject to be exchanged in these exchange offers (based on aggregate fair value). Mr. Langstraat intends to tender all of his eligible awards in the exchange offers.

In connection with the strategic initiative described earlier in this document, EVM is concurrently offering to all holders of Operating Units and Liquidating Floor Units (“LP Units”) of Parametric Portfolio, L.P. (“Parametric Portfolio”) issued pursuant to the long-term incentive plan established by EVA Holdings, LLC, an affiliate of Eaton Vance and Parametric Portfolio, the opportunity to elect the accelerated repurchase of their LP Units for a cash payment (the “Accelerated Repurchase Offer”). Of our directors, executive officers and certain other significant employees listed on Schedule A, only Mr. Langstraat is eligible to participate in the Accelerated Repurchase Offer. As of August 28, 2019, Mr. Langstraat held 9,999 Operating Units and 9,999 Liquidating Floor Units, which represents approximately 38% each of the Operating Units and Liquidating Floor Units subject to the Accelerated Repurchase Offer. Mr. Langstraat intends to participate in the Accelerated Repurchase Offer with respect to all of his LP Units.

We also refer you to our Annual Report on Form 10-K for the year ended October 31, 2018, filed with the SEC on December 21, 2018, for information concerning agreements, arrangements and understandings between us and our officers and directors.

Neither we nor any of our executive officers or directors or any affiliates of ours were engaged in transactions involving eligible awards during the past 60 days.

Except for outstanding options to purchase shares of our non-voting common stock and other stock awards, such as restricted stock awards, granted or to be granted from time to time to certain of our employees (including executive officers) and non-employee directors pursuant to our equity compensation plans, and the purchase rights that are outstanding from time to time under our employee stock purchase plan, and except as set forth in this document, neither we nor any person controlling us nor, to our knowledge, any of our directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the exchange offers with respect to any of our securities (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations).

Section 12. Status of Awards Acquired by Us in the Exchange Offers; Accounting Consequences of the Exchange Offers.

Awards that we acquire through the exchange offers will be cancelled.

 32 
 

Modification accounting will be applied to the exchange offers because the RSAs represent a substantially different instrument than the cancelled awards. Each exchange ratio is calculated with the intent that the fair value of the RSAs be equal to the fair value of the eligible awards tendered for exchange. The remaining unrecognized compensation expense attributable to the cancelled eligible awards will be recognized over the remaining vesting period of the RSAs.  Any forfeitures of the RSAs will be accounted for as they occur consistent with existing policy.

Section 13. Legal Matters; Regulatory Approvals.

We are not aware of any material pending legal proceedings relating to the exchange offers or any margin requirements or anti-trust laws applicable to the exchange offers. We are not aware of any regulatory requirements (other than compliance with applicable securities laws) that must be complied with or approvals that must be obtained in connection with the exchange offers. Should any additional approval or other action be required, we presently contemplate that we will seek such approval or take such other action. We cannot assure you that any such approval or other action, if needed, could be obtained or what the conditions imposed in connection with such approvals would entail or whether the failure to obtain any such approval or other action would result in adverse consequences to our business. Our obligation under the exchange offers to accept eligible awards for exchange and to grant RSAs is subject to the conditions described in Section 7 (“Conditions of the Exchange Offers”).

If we are prohibited by applicable laws or regulations from granting RSAs on the RSA grant date, we will not grant any RSAs. However, we are not currently aware of any circumstances in which we would be prohibited by applicable law from granting RSAs, and we will use reasonable efforts to effect the grant, but if the grant is prohibited on the RSA grant date, we will not grant any RSAs and you will not receive any other benefit for the eligible awards you tendered and your eligible awards will not be accepted for exchange.

Section 14. Material Income Tax Consequences.

Material U.S. Federal Income Tax Consequences.

The following is a summary of the material U.S. federal income tax consequences of the exchange of eligible awards for RSAs pursuant to the exchange offers for those eligible employees subject to U.S. federal income tax. The summary includes a description of the tax consequences of participating and of not participating in the offer. This discussion is based on the United States Internal Revenue Code, its legislative history, treasury regulations promulgated thereunder and administrative and judicial interpretations as of the date of the exchange offers, all of which are subject to change, possibly on a retroactive basis. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of award holders. We strongly recommend that you consult with your own advisors to discuss the consequences to you of the exchange offers.

 33 
 

We recommend that you consult your tax advisor with respect to the federal, state and local tax consequences of participating in the exchange offers. In addition, if you are a resident of more than one country, you should be aware that there might be tax and social insurance consequences for more than one country that may apply to you. We strongly recommend that you consult with your advisors to discuss the consequences to you of this transaction.

Tax Consequences of Participating in the Exchange Offers.

Eligible employees who exchange awards for RSAs will not be required to recognize income for U.S. federal income tax purposes at the time of the exchange. We believe that the exchange of eligible awards for RSAs will be treated as a non-taxable exchange. You will not recognize income upon the receipt of the RSAs unless you make an election under Section 83(b) of the Internal Revenue Code within 30 days of the RSA grant date. If you make a timely 83(b) election, then you will have compensation income equal to the value of the non-voting common stock on the RSA grant date, which compensation income is subject to income and employment tax withholding that you must satisfy. You would not have any additional compensation income when the RSA vests. When you sell the stock, you will have capital gain or loss equal to the difference between the sales proceeds and the value of the non-voting common stock on the RSA grant date.

If you do not make an 83(b) election, then as and when the RSA vests, you will have compensation income equal to the value of the non-voting common stock of Eaton Vance on the vesting date. The RSA agreement provides that Eaton Vance will automatically deduct and retain from the shares of non-voting common stock that would otherwise be issued in settlement of RSAs the appropriate number of whole shares, valued at their then fair market value, to satisfy our tax withholding obligations at the applicable minimum statutory withholding rate. Unless the foregoing tax withholding obligations are satisfied, we have no obligation to release any shares to you under your RSAs on the vesting date. When you sell the vested non-voting common stock, you will have capital equal to the sales proceeds less the value of such stock on the vesting date (or a capital loss to the extent that the value of the stock on the vesting date exceeds your sales proceeds).

If you forfeit the non-voting common stock, you will not be entitled to a loss. Please note that if you forfeit the non-voting common stock for which an 83(b) election has been made, then you will not be entitled to a refund of any taxes paid as a result of making the election.

Any capital gain or loss will be long-term if you have held the non-voting common stock for more than one year and otherwise will be short-term. For this purpose, your holding period begins on the day after the RSA grant date if an 83(b) election is made, or on the day after the date on which the stock vests if an 83(b) election is not made.

Tax Consequences of Not Participating in the Exchange Offers.

If you do not participate in the exchange offers, you will continue to hold your outstanding awards and those awards will not be exchanged for RSAs. So that you are able to compare the tax consequences of the RSAs to that of your eligible awards, we have included the

 34 
 

following summary as a description of the tax consequences generally applicable to the eligible awards under U.S. federal tax law.

When the eligible awards vest, you will have compensation income equal to the fair market value of the shares of non-voting common stock of Eaton Vance issued to you as of the vesting date. The grant agreement in respect of the eligible award provides that the withholding will be satisfied by Eaton Vance reducing the number of shares of non-voting common stock that would otherwise be delivered to you on the vesting date by a number of shares having a fair value equal to the amount of withholding taxes due.

Section 15. Extension of the Exchange Offers; Termination; Amendment.

We reserve the right, in our discretion, at any time and regardless of whether or not any event listed in Section 7 (“Conditions of the Exchange Offers”) has occurred or is deemed by us to have occurred, to extend the period of time during which the exchange offers are open and delay the acceptance for exchange of any eligible awards. If we elect to extend the period of time during which the exchange offers are open, we will give you oral or written notice of the extension and delay, as described below. If we extend the expiration time, we also will extend your right to withdraw tenders of eligible awards until such extended expiration time. In the case of an extension, we will issue an e-mail or other form of communication to all eligible employees no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled expiration time.

We also reserve the right, in our reasonable judgment, before the expiration time to terminate or amend the exchange offers and to postpone our acceptance and cancellation of any awards elected to be exchanged if any of the events listed in Section 7 (“Conditions of the Exchange Offers”) occurs, by giving oral or written notice of the termination or postponement to you or by making a public announcement of the termination. Our reservation of the right to delay our acceptance and cancellation of awards elected to be exchanged is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the consideration offered or return the eligible awards promptly after termination or withdrawal of a tender offer.

Subject to compliance with applicable law, we further reserve the right, before the expiration time, in our discretion and regardless of whether any event listed in Section 7 (“Conditions of the Exchange Offers”) has occurred or is deemed by us to have occurred, to amend the exchange offers in any respect.

The minimum period during which the exchange offers will remain open following material changes in the terms of the exchange offers or in the information concerning the exchange offers will depend on the facts and circumstances of such change, including the relative materiality of the changes to the terms or information. If any term of the exchange offers is amended in a manner that we determine constitutes a material change adversely affecting any holder of eligible awards, we will promptly disclose the amendments in a manner reasonably calculated to inform holders of eligible awards of such amendment, and we will extend the exchange offers’ period so that at least five business days, or such longer period as may be required by the tender offer rules, remain after such change.

 35 
 

 

Section 16. Fees and Expenses.

We will not pay any fees or commissions to any broker, dealer or other person for soliciting awards to be exchanged through the exchange offers.

Section 17. Additional Information.

The exchange offers are part of a Tender Offer Statement on Schedule TO that we have filed with the SEC. This document does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. We recommend that you review the Schedule TO, including its exhibits, and the following materials that we have filed with the SEC before making a decision on whether to elect to exchange your eligible awards:

  • our Annual Report on Form 10-K for our fiscal year ended October 31, 2018, filed with the SEC on December 21, 2018
  • our Quarterly Report on Form 10-Q for the quarter ended January 31, 2019, filed with the SEC on March 8, 2019 and our Quarterly Report on Form 10-Q for the quarter ended April 30, 2019, filed with the SEC on June 5, 2019;
  • the information contained in our current reports on Form 8-K filed with the SEC; and
  • the description of our non-voting common stock contained in our Registration Statement on Form S-3 filed with the SEC on June 14, 2013, including any amendments or reports filed for purposes of updating such description.

Our SEC filings are available to the public on the SEC’s Internet site at http://www.sec.gov.

Each person to whom a copy of this document is delivered may obtain a copy of any or all of the documents to which we have referred you, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents, at no cost, by writing to us at Dan Ethier, Eaton Vance Corp., Two International Place, Boston, MA 02110, by emailing Dan Ethier’s Eaton Vance email address at DEthier@eatonvance.com or by calling Dan Ethier at 617-672-8581.

As you read the documents listed above, you may find some inconsistencies in information from one document to another. If you find inconsistencies between the documents, or between a document and this document, you should rely on the statements made in the most recent document.

The information contained in this document about us should be read together with the information contained in the documents to which we have referred you, in making your decision as to whether or not to participate in the exchange offers.

 36 
 

 

Section 18. Miscellaneous.

We have not authorized any person to make any recommendation on our behalf as to whether you should elect to exchange your awards through the exchange offers. You should rely only on the information in this document or materials to which we have referred you. We have not authorized anyone to give you any information or to make any representations in connection with the exchange offers other than the information and representations contained in this document and in the related exchange offer materials. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by us.

 

 

 

Eaton Vance Corp.

August 28, 2019

 37 
 

 

 

SCHEDULE A
INFORMATION CONCERNING THE EXECUTIVE OFFICERS AND DIRECTORS OF EATON VANCE CORP.

The directors, executive officers and certain other significant employees of Eaton Vance are set forth in the following table:

     
Name   Position and Offices Held
Thomas E. Faust Jr.   Chairman of the Board, Chief Executive Officer and President
Ann E. Berman   Director
Leo I. Higdon, Jr.   Director
Paula A. Johnson   Director
Brian D. Langstraat   Director, Chief Executive Officer of Parametric Portfolio Associates LLC
Dorothy E. Puhy   Director
Winthrop H. Smith, Jr.   Director
Richard A. Spillane, Jr.   Director
Daniel C. Cataldo   Vice President and Chief Administrative Officer
Laurie G. Hylton   Vice President and Chief Financial Officer
Frederick S. Marius   Vice President, Secretary and Chief Legal Officer
Julie E. Rozen   Vice President and Chief Accounting Officer
Matthew J. Witkos   President of Eaton Vance Distributors, Inc.
     

 

The address of each executive officer and director is c/o Eaton Vance Corp., Two International Place, Boston, MA 02110.

 A-1 
 

SCHEDULE B
SUMMARY FINANCIAL INFORMATION OF EATON VANCE
CORP.

We have presented below a summary of our consolidated financial data. The following summary consolidated financial data should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2018 and with “Part I. Financial Information” of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2019, both of which are incorporated herein by reference. The selected consolidated statements of operations data for the fiscal years ended October 31, 2018 and 2017 and the selected consolidated balance sheet data as of October 31, 2018 and 2017 are derived from our audited consolidated financial statements that are included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2018. The selected consolidated statements of operations data for the fiscal quarter ended April 30, 2019 and the selected consolidated balance sheet data as of April 30, 2019 are derived from our unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2019. Our interim results are not necessarily indicative of results for the full fiscal year, and our historical results are not necessarily indicative of the results to be expected in any future period.

 B-1 
 

 

 

  

For the Fiscal Quarter Ended April 30,

(unaudited)

 



For the Years Ended

October 31,

(in thousands, except per share data)   2019    2018(1)   2017(1)
                
Income Statement Data:               
  Total revenue  $411,861   $1,702,249   $1,529,010 
  Total expenses   284,688    1,147,047    1,046,252 
  Operating Income   127,173    555,202    482,758 
  Net income   113,130    397,905    306,373 
  Net income attributable to non-controlling               
     and other beneficial interests   11,323    15,967    24,242 
  Net income attributable to Eaton Vance               
     Corp. shareholders   101,807    381,938    282,131 
                
Balance Sheet Data:               
  Cash and cash equivalents  $525,040   $600,696   $610,555 
  Management fees and other receivables   235,545    236,736    200,453 
  Investments   975,177    1,078,627    898,192 
  Total assets   3,633,178    3,599,328    2,330,901 
  Debt   620,095    619,678    618,843 
  Total liabilities   2,202,970    2,155,800    1,067,818 
  Redeemable non-controlling               
     interests (temporary equity)   340,176    335,097    250,823 
  Total Eaton Vance Corp.               
     shareholders' equity   1,088,983    1,107,431    1,011,396 
  Non-redeemable non-controlling               
     interests   1,049    1,000    864 
  Total permanent equity   1,090,032    1,108,431    1,012,260 
                
Per Share Data:               
  Earnings per share:               
     Basic  $0.92   $3.33   $2.54 
     Diluted   0.89    3.11    2.42 
  Cash dividends declared   0.35    1.28    1.15 
                
(1)        Eaton Vance adopted new revenue recognition guidance on November 1, 2018 using a full retrospective approach. The revenue and expense figures disclosed within this table for fiscal years 2018 and 2017 do not reflect the impact of this new guidance. The new guidance does not significantly impact the measurement of revenue and expense items, but it does impact the classification of certain items.  Specifically, under the new guidance fund subsidies are recorded as a reduction in revenue instead of as an expense. Fund subsidies amounted to $26.9 million and $13.9 million in fiscal years 2018 and 2017, respectively. In addition, certain front-end load sales commissions are recorded gross instead of net under the new guidance which results in an equal increase to revenue and expenses by $17.1 million and $17.0 million for fiscal years 2018 and 2017, respectively. 

 

 B-2 

Exhibit (a)(1)(B)

Eaton Vance Corp.

Offers to Exchange Eaton Vance Corp. Deferred Stock Awards related to Parametric
Phantom Incentive Units granted on November 1, 2016, November 1, 2017, January 10,
2018 and November 1, 2018

for

Eaton Vance Corp. Restricted Stock Awards

INSTRUCTIONS TO ELECTION FORM

Concepts and terms used herein are further described and defined in the Offers to Exchange Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units granted on November 1, 2016, November 1, 2017, January 10, 2018 and November 1, 2018 for Eaton Vance Corp. Restricted Stock Awards, dated August 28, 2019, referred to herein as the Offers to Exchange. Please read the Offers to Exchange in its entirety. You may tender your election by completing and delivering the Election Form by following the instructions below.

1.Defined Terms. All terms used in the Election Form but not defined have the meaning given them in the Offers to Exchange.
2.Expiration Time. The exchange offers and any rights to tender or to withdraw a tender of eligible awards expire at 7:00 p.m., Eastern Time, on September 27, 2019, unless the exchange offers are extended.
3.Delivery of Election Form. If you intend to tender eligible awards in the exchange offers, you must deliver, and Eaton Vance must receive, a signed copy of the Election Form before the expiration time noted above. You must deliver your signed Election Form by email (by PDF or similar imaged document file) to the email address included in your election form.

Your Election Form will be effective only upon receipt by us. Eaton Vance will accept delivery of the signed Election Form only by email. You are responsible for making sure that the Election Form is delivered to the email address indicated above.

4.Withdrawal of Election. Elections to exchange eligible awards may be withdrawn at any time before 7:00 p.m., Eastern Time, on September 27, 2019, unless we extend the expiration time, in which case withdrawals must be received before such extended expiration time.

To withdraw tendered eligible awards, you must deliver, and Eaton Vance must receive, a signed Withdrawal Form no later than the expiration time. You must use email to deliver your Withdrawal Form to the email address indicated above in accordance with Section 3 above.

Withdrawals may not be rescinded and any eligible awards withdrawn will not be considered to be properly tendered, unless the withdrawn eligible awards are properly re-tendered before the expiration time by following the procedures described in Section 3 above.

 
 
5.Signatures. Please sign and date the Election Form. Except as described in the following sentence, the Election Form must be signed by the eligible employee who holds the eligible awards to be tendered exactly as such eligible employee’s name appears on the applicable eligible award. If the signature is by an attorney-in-fact or another person acting in a fiduciary or representative capacity, the signer’s full title and proper evidence of the authority of such person to act in such capacity must be provided on the Election Form.
6.Requests for Assistance or Additional Copies. Any questions or requests for assistance regarding the exchange offers (including requests for additional or hard copies of the exchange offers or the Election Form or the Withdrawal Form) should be directed to Dan Ethier by email at his Eaton Vance email address at DEthier@eatonvance.com or by telephone at 617-672-8581.

 

7.Irregularities. We will determine, in our discretion, all questions about the validity, form, eligibility (including time of receipt) and acceptance of any eligible awards. Our determination of these matters will be final and binding on all persons. We reserve the right to reject any election form or any awards tendered for exchange that we determine are not in appropriate form or are unlawful to accept. Subject to the terms and conditions of the exchange offers, we will accept all properly tendered awards that are not validly withdrawn. We also reserve the right to waive any of the conditions of the exchange offers or any defect or irregularity in any tender of any particular awards or for any particular award holder, provided that if we grant any such waiver, it will be granted with respect to all award holders and tendered awards. No tender of awards will be deemed to have been properly made until all defects or irregularities have been cured by the tendering award holder or waived by us. Neither we nor any other person is obligated to give you notice of any defects or irregularities in any election form, nor will anyone incur any liability for failure to give any notice.

 

8.Conditional or Contingent Offers. Eaton Vance will not accept any alternative, conditional or contingent tenders.

 

9.Important Tax Information. You should refer to Section 14 (“Material Income Tax Consequences”) of the Offers to Exchange, which contains important tax information. We encourage all eligible employees to consult with tax advisors if you have questions about your financial or tax situation.

 

10.Eligible Award Information. If you would like to review all of your eligible awards, please refer to your account with Charles Schwab.
-2-
 

 

Eaton Vance Corp.

Offers to Exchange Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units granted on November 1, 2016, November 1, 2017, January 10, 2018 and November 1, 2018

for

Eaton Vance Corp. Restricted Stock Awards

ELECTION FORM

VIA EMAIL TO [THE EMAIL ADDRESS SPECIFIED
IN THE ELECTION FORM PROVIDED TO
ELIGIBLE PARTICIPANTS]

To:Eaton Vance Corp.

Concepts and terms used herein are further described and defined in the Offers to Exchange Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units granted on November 1, 2016, November 1, 2017, January 10, 2018 and November 1, 2018 for Eaton Vance Corp. Restricted Stock Awards, dated August 28, 2019, referred to herein as the Offers to Exchange. Please read the Offers to Exchange in its entirety.

I acknowledge that:

  1. I understand that, upon acceptance by Eaton Vance Corp. (“Eaton Vance”), this Election Form will constitute a binding agreement between Eaton Vance and me.

 

  1. I understand that if I validly tender eligible awards for exchange, and such eligible awards are accepted, I will receive restricted stock awards (“RSAs”) granted under the Eaton Vance Corp. 2013 Omnibus Incentive Plan, as amended (the “EVC 2013 Plan”). The number of RSAs will be determined using an exchange ratio that is calculated based on (i) the applicable fair value of my Parametric Phantom Incentive Units (“Incentive Units”) as set forth in the Offers to Exchange and (ii) the closing price on the New York Stock Exchange (“NYSE”) of shares of non-voting common stock of Eaton Vance on the expiration date. I understand that each exchange ratio is calculated with the intent that the fair value of the RSAs be equal to the fair value of the Incentive Units tendered for exchange. Because the exchange ratios take into account the price of Eaton Vance stock on the expiration date, the exact exchange ratios and number of RSAs to be granted to me will not be known until shortly after 4:00 p.m., Eastern Time, on the day the exchange offers expire. Fractional RSAs will be rounded up to the nearest whole RSA on a grant-by-grant basis.
 
 

There are four different classes of Incentive Units, each corresponding to its respective original date of grant, and each possessing different economic rights based on its date of grant. The grant dates and fair values of each class are as follows:

Issuance Date Fair Value
November 1, 2016 $2,716 (per Incentive Unit)
November 1, 2017 $2,559 (per Incentive Unit)
January 10, 2018 $2,559 (per 100 Incentive Units)
November 1, 2018 $2,368 (per 100 Incentive Units)

 

Eligible awards granted on November 1, 2016 and November 1, 2017 are under the 2016 Parametric Phantom Incentive Plan (the “2016 Parametric Plan”). Eligible awards granted on January 10, 2018 and November 1, 2018 are under the 2018 Parametric Phantom Incentive Plan (the “2018 Parametric Plan”). The exchange ratios will be calculated as follows:

§For eligible awards under the 2016 Parametric Plan, the applicable value of one Incentive Unit will be divided by the closing price on NYSE of shares of non-voting common stock of Eaton Vance on the expiration date; and
§For eligible awards under the 2018 Parametric Plan, the applicable value of 100 Incentive Units will be divided by 100 and then divided by the closing price on NYSE of shares of non-voting common stock of Eaton Vance on the expiration date.

 

  1. I understand that the RSAs will vest on the same time-based vesting schedule as my current Incentive Units. Vesting of the RSAs will be conditioned upon my continued employment with Eaton Vance (or one of its subsidiaries or affiliates), subject to limited exceptions for death or disability (though disability is defined under the EVC 2013 Plan with respect to the RSAs rather than under the eligible awards). Subject to the limited exceptions for death or disability, this means that I will be required to remain employed with Eaton Vance (or one of its subsidiaries or affiliates) through the applicable remaining vesting dates in order for the RSAs to vest.

 

  1. I understand that RSAs will be granted under and subject to the provisions of the EVC 2013 Plan and the form of RSA Agreement made available to me. Upon acceptance by Eaton Vance, this Election Form will constitute a binding agreement between Eaton Vance and me to be bound by the terms of the form of RSA Agreement with respect to the RSAs granted in the exchange offers.

 

  1. Eaton Vance has advised me to consult with my own advisors, including legal counsel, accountant and/or financial advisor, as to the consequences of participating or not participating in the exchange offers.

 

  1. To remain eligible to participate in the exchange offers, I understand that I must remain in continued service with Parametric Portfolio Associates LLC (“Parametric”) as an
  2.  -2- 
     
    eligible employee through the expiration time, which is scheduled to be 7:00 p.m., Eastern Time, on September 27, 2019, unless the exchange offers are extended. I understand that if I do not remain in continued service with Parametric through the expiration time, my eligible awards will be forfeited in accordance with the existing terms of such eligible awards.

 

  1. I understand that neither the ability to participate in the exchange offers nor actual participation in the exchange offers will be construed as a right to continued employment with Eaton Vance or Parametric (or any of their respective parents or subsidiaries).

 

  1. I understand that, in accordance with the exchange offers, Eaton Vance may terminate, modify or amend the exchange offers and postpone its acceptance and cancellation of any eligible awards that I have tendered for exchange. As a result, I understand that if my eligible awards tendered for exchange are not accepted, they will remain outstanding until they vest or expire by their terms and will retain their terms and conditions as set forth in the relevant plan and agreement related to such eligible awards.

 

  1. I understand that this election is entirely voluntary, and I am aware that I may change or withdraw my decision to tender my eligible awards at any time until the exchange offers expire as described in the exchange offer materials. I understand that this decision to exchange my eligible awards will become irrevocable at 7:00 p.m., Eastern Time, on September 27, 2019, unless the exchange offers are extended. In addition, I understand that, although Eaton Vance intends to accept all properly tendered awards promptly upon the expiration time, if Eaton Vance has not accepted my tendered awards by October 25, 2019, I may withdraw my tendered awards at any time thereafter.

 

  1. I assign and transfer to Eaton Vance all right, title and interest in and to all of the eligible awards that I am tendering, and I agree that I shall have no further right or entitlement with respect to the tendered eligible awards on the date Eaton Vance accepts those eligible awards for exchange and cancellation. I understand that my subsequent death or incapacity will not affect the authority of Eaton Vance to take the actions described in the exchange offers with respect to eligible awards that I have tendered for exchange and that have been accepted for cancellation, and such authority will survive my death or incapacity. All of my obligations under this Election Form will be binding upon my heirs, personal representatives, successors and assigns.

 

  1. I agree to all of the terms and conditions of the exchange offers contained in the Offers to Exchange Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units granted on November 1, 2016, November 1, 2017, January 10, 2018 and November 1, 2018 for Eaton Vance Corp. Restricted Stock Awards, dated August 28, 2019, and related exhibits.

 

  1. I hereby represent and warrant that I have full power and authority to elect to surrender all of my eligible awards and that, when and to the extent such eligible awards are accepted by Eaton Vance, such eligible awards will be free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other
  2.  -3- 
     
    obligations relating to the sale or transfer thereof, and such eligible awards will not be subject to any adverse claims. Without limiting the foregoing, I hereby represent and warrant that either I am not married and do not have a registered domestic partner, my spouse or registered domestic partner has no community or other marital property rights in the eligible awards, or my spouse or registered domestic partner has consented to and agreed to be bound by this Election Form. Upon request, I will execute and deliver any additional documents deemed by Eaton Vance to be necessary or desirable to complete the exchange of the eligible awards I am electing to exchange.

 

Please check the appropriate box:

Yes, I wish to participate in the exchange offers as to ALL of my eligible awards. All of my eligible awards will be cancelled irrevocably on September 27, 2019, or such extended day of expiration.
OR
Yes, I wish to participate in the exchange offers as to some of my eligible awards, as indicated below by checkmark (mark one or more choices, as applicable).

☐ Eligible awards issued on November 1, 2016

☐ Eligible awards issued on November 1, 2017

☐ Eligible awards issued on January 10, 2018

☐ Eligible awards issued on November 1, 2018

 

Such eligible awards will be cancelled irrevocably on September 27, 2019, or such extended day of expiration.

I UNDERSTAND THAT THIS ELECTION FORM WILL REPLACE ANY ELECTION I PREVIOUSLY SUBMITTED.

 

_______________________________


Signature of Eligible Employee

 


______________________________

 

Date


Name of Eligible Employee (please print or type)

 

 -4- 
 

NOTE TO ELIGIBLE EMPLOYEES IN COMMUNITY PROPERTY STATES

If you are married and reside in a state the laws of which provide that a spouse or registered domestic partner has a community property interest in the eligible awards, in order to elect to tender your eligible awards your spouse or registered domestic partner must consent, agree to be bound and agree that any such community property interest shall similarly be bound, by this Election Form. States with community property laws are Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin.

Your signature constitutes your representation and warranty to Eaton Vance that either you are not married and do not have a registered domestic partner, your spouse or registered domestic partner has no community or other marital property rights in the eligible awards or your spouse or registered domestic partner has consented to and agreed to be bound by this Election Form. You should consult your personal outside advisors if you have questions about spousal consent.

Exhibit (a)(1)(C)

Eaton Vance Corp.

Offers to Exchange Eaton Vance Corp. Deferred Stock Awards related to Parametric
Phantom Incentive Units granted on November 1, 2016, November 1, 2017, January 10,
2018 and November 1, 2018

for

Eaton Vance Corp. Restricted Stock Awards


WITHDRAWAL FORM

INSTRUCTIONS TO WITHDRAWAL FORM

Concepts and terms used herein are further described and defined in the Offers to Exchange Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units granted on November 1, 2016, November 1, 2017, January 10, 2018 and November 1, 2018 for Eaton Vance Corp. Restricted Stock Awards, dated August 28, 2019, referred to herein as the Offers to Exchange. Please read the Offers to Exchange in its entirety.

If you previously elected to accept the exchange offers by Eaton Vance Corp. (“Eaton Vance,” and together with its affiliates as appropriate, “we” or “us”) to exchange outstanding eligible awards for restricted stock awards (“RSAs”), subject to the terms and conditions set forth in the Offers to Exchange, and you would like to change your election and withdraw the tender of your eligible awards, you must complete and sign a Withdrawal Form and return it to Eaton Vance so that we receive it before the expiration time, which is 7:00 p.m., Eastern Time, on September 27, 2019 (or such later expiration time as may apply if the exchange offers are extended).

Once the Withdrawal Form is signed and complete, please return it to Eaton Vance by email (by PDF or similar imaged document file) to the same email address to which you sent your prior Election Form.

You are responsible for making sure that the Withdrawal Form is delivered to us at the email address indicated above. Your tendered eligible awards will not be considered withdrawn until we receive your properly completed and signed Withdrawal Form. If you miss the deadline to submit the Withdrawal Form but remain an eligible employee, any previously tendered eligible awards will be cancelled and exchanged pursuant to the exchange offers.

You must sign the Withdrawal Form exactly as your name appears on the Election Form you previously submitted. If your signature is by an attorney-in-fact or another person acting in a fiduciary or representative capacity for you, the signer’s full title and proper evidence of the authority of that person to act in that capacity must be provided on the Withdrawal Form.

 
 

If you do not receive a confirmation of receipt of your Withdrawal Form from us within two business days after the date your Withdrawal Form should have been received by us, or if you submit your Withdrawal Form less than two business days before 7:00 p.m., Eastern Time, on September 27, 2019 (or such later expiration time as may apply if the exchange offers are extended), please contact Dan Ethier by email at his Eaton Vance email address at DEthier@eatonvance.com or by telephone at 617-672-8581 to confirm that we have received your Withdrawal Form.

YOU DO NOT NEED TO COMPLETE AND RETURN THE WITHDRAWAL FORM UNLESS YOU WISH TO WITHDRAW A PREVIOUS TENDER OF ELIGIBLE AWARDS.

 2 
 

 

Eaton Vance Corp.

Offers to Exchange Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units granted on November 1, 2016, November 1, 2017, January 10, 2018 and November 1, 2018

for

Eaton Vance Corp. Restricted Stock Awards

WITHDRAWAL FORM

VIA EMAIL TO[THE EMAIL ADDRESS SPECIFIED
IN THE ELECTION FORM PROVIDED TO
ELIGIBLE PARTICIPANTS]

To:Eaton Vance Corp.

I previously received a copy of the Offers to Exchange Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units granted on November 1, 2016, November 1, 2017, January 10, 2018 and November 1, 2018 for Eaton Vance Corp. Restricted Stock Awards, dated August 28, 2019, and the Election Form. I signed and returned the Election Form, in which I elected to tender eligible awards.

I understand that, by signing this Withdrawal Form and delivering it to Eaton Vance, I withdraw my acceptance of the exchange offers with respect to the eligible awards indicated below and reject the exchange offers as to those eligible awards. By rejecting the exchange offers with respect to the eligible awards indicated below, I understand that I will not receive RSAs in exchange for those eligible awards and I will retain those eligible awards with their existing terms and conditions. I agree that Eaton Vance has made no representations or warranties to me regarding my rejection of the exchange offers. The withdrawal of my acceptance of the exchange offers with respect to the eligible awards is at my own discretion. I agree that Eaton Vance will not be liable for any costs, taxes, losses or damages I may incur as a result of my decision to withdraw my acceptance of the exchange offers with respect to the eligible awards.

 

 
 

 

 

Please check the appropriate box:

I wish to withdraw my election to exchange and instead REJECT the exchange offers. I do not wish to exchange any eligible awards.

OR

I wish to withdraw my election to exchange awards as to my eligible awards indicated below by checkmark (mark one or more choices, as applicable).

Eligible awards issued on November 1, 2016

☐ Eligible awards issued on November 1, 2017

☐ Eligible awards issued on January 10, 2018

☐ Eligible awards issued on November 1, 2018

Any eligible awards I previously elected to exchange, and have not validly withdrawn, will remain elected for exchange in the exchange offers except for the eligible awards indicated above that I do not wish to exchange.

 

I UNDERSTAND THAT THIS WITHDRAWAL FORM WILL REPLACE ANY WITHDRAWAL I PREVIOUSLY SUBMITTED.

 


Signature of Eligible Employee

 

  Date


Name of Eligible Employee (please print or type)

 

 

NOTE TO ELIGIBLE EMPLOYEES IN COMMUNITY PROPERTY STATES

If you are married and reside in a state the laws of which provide that a spouse or registered domestic partner has a community property interest in the eligible awards, in order to elect to withdraw those eligible awards, your spouse or registered domestic partner must consent, agree to be bound and agree that any such community property interest shall similarly be bound, by this Withdrawal Form. States with community property laws are Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin.

Your signature constitutes your representation and warranty to Eaton Vance that either you are not married and do not have a registered domestic partner, your spouse or

 2 
 

registered domestic partner has no community or other marital property rights in the eligible awards or RSAs or your spouse or registered domestic partner has consented to and agreed to be bound by this Withdrawal Form. You should consult your personal outside advisors if you have questions about the spousal consent.

 

 3 

 

Exhibit (a)(1)(D)

EATON VANCE CORP.
FORM OF E-MAIL REGARDING THE EXCHANGE OFFERS

 

To all Parametric Phantom Incentive Plan participants:

 

Eaton Vance Corp. is offering to eligible employees of Parametric the opportunity to exchange all outstanding awards granted under the Parametric Phantom Incentive Plans (which awards are currently settled upon vesting in shares of Eaton Vance Corp. non-voting common stock) for Eaton Vance Corp. restricted stock awards (“RSAs”). 

 

You have been identified as having received an award under the Parametric plans and, as a result, you are eligible to participate in the exchange offers, subject to its terms and conditions, as discussed in the offer materials filed with the SEC today and attached to this email.

 

The exchange offers will allow you to exchange your outstanding awards for a number of RSAs pursuant to calculations described in the offer materials.

 

The commencement date of the exchange offers is today, August 28, 2019.  You will have until 7 p.m., Eastern time, on Friday, September 27, 2019 to decide whether you would like to participate. 

 

We will be holding Town Hall meetings on September 5, 2019 at 1:30pm (PST) and September 13, 2019 at 11am (PST) to provide an overview of the exchange offers and to answer questions.

 

Please note that neither Eaton Vance Corp. nor Parametric is making any recommendation as to whether you should participate in the exchange offers, each eligible employee must make that decision on their own.  We can discuss this offering in more detail at the Town Hall meeting.

 

I hope you can join me for this informative meeting.

 

Sincerely,

 

Brian Langstraat

CEO of Parametric Portfolio Associates LLC

 

Exhibit (a)(1)(E)

EATON VANCE CORP.
E-MAIL SETTING FORTH FINAL EXCHANGE RATIOS

 

Dear Eaton Vance Team Member:

 

Today is the last day to elect to exchange your eligible awards as part of the exchange offers (referred to as the “exchange offers”) described in the Offers to Exchange Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units granted on November 1, 2016, November 1, 2017, January 10, 2018 and November 1, 2018 for Eaton Vance Corp. Restricted Stock Awards (the “Offers to Exchange”). The exchange offers will expire at 7:00 p.m., Eastern Time, today, September 27, 2019.

 

If you would like to participate in the exchange offers, you must properly complete and submit your election to us before 7:00 p.m., Eastern Time, today, September 27, 2019, by returning it via e-mail (via PDF or similar imaged document file) to the email address specified in the election form.

 

Only elections that are complete and actually received by the deadline will be accepted.

 

If you have questions, please email Dan Ethier at his Eaton Vance email address at DEthier@eatonvance.com or call (617) 627-8581.

 

We are sending this e-mail to you to notify you of the final exchange ratios, as set forth in the table below, for determining the number of restricted stock awards (“RSAs”) that you would receive in exchange for your eligible awards. To arrive at the total number of RSAs you would receive, you multiply the total number of Parametric Phantom Incentive Units (“Incentive Units”) you hold in the applicable class (determined by reference to the grant date) by the exchange ratio.

 

Final Exchange Ratios Applicable to Eligible Awards

 

The table below provides the final exchange ratios for each class of eligible award. The exchange ratios were calculated based on (i) the applicable fair value of the Incentive Units as set forth in the Offers to Exchange and (ii) the closing price on the New York Stock Exchange of shares of non-voting common stock of Eaton Vance Corp. on the expiration date, which is today, September 27, 2019.

 

Eligible Award
Grant Date
Fair Value of Award (A) Eaton Vance Closing Stock Price (B) Exchange Ratio
(A)/(B) = (C)
November 1, 2016 $2,716 (per Incentive Unit)    
November 1, 2017 $2,559 (per Incentive Unit)    
 
 

 

January 10, 2018 $2,559 (per 100 Incentive Units)*    
November 1, 2018 $2,368 (per 100 Incentive Units)*    

 

* To calculate the Exchange Ratio, this amount (A) is divided by 100 to reflect that Incentive Units granted under the 2018 Parametric Phantom Incentive Plan are unitized such that 100 Incentive Units is equivalent to one unit of Parametric.

Exhibit (d)(4)

Time-Based Vesting; Used for Exchange Offers

 

EATON VANCE CORP.
RESTRICTED STOCK NOTICE & AGREEMENT
(2013 OMNIBUS INCENTIVE PLAN)

Eaton Vance Corp. (the “Company”), pursuant to its Amended and Restated 2013 Omnibus Incentive Plan (the “Plan”), hereby notifies the Participant identified below of an award of Restricted Stock as set forth below (the “Award”). This Award is subject to all of the terms and conditions as set forth in this Restricted Stock Notice & Agreement (the “Agreement”) and the Plan, a copy of which is available to the Participant at www.schwab.com. Capitalized terms not otherwise defined in this Agreement are as set forth in the Plan.

Notice of Grant

Participant:

Participant’s Address:

Date of Grant:

Number of Shares Subject to Award:

Vesting Schedule: Provided Participant is still employed by the Company, at each Vest Date, that percentage of the Restricted Stock shares set forth below shall be or shall be deemed released from the Restriction Period and become Vested, with any fractions Vesting at the first time the sum of all fractional interests equals one Share.

 

[vest template]

EATON VANCE CORP.

By: __________________________

Title:__________________________

 1 
Time-Based Vesting; Used for Exchange Offers

 

Restricted STOCK NOTICE & Agreement

General Terms and Conditions

This Agreement is made on the Date of Grant set forth on the Notice of Grant that forms a part of this Agreement (the “Notice of Grant”) by and between the Company and the Participant. The terms and conditions of the Award made to the Participant, as set forth on the Notice of Grant and subject to the terms and conditions set forth in the Plan, are as follows:

1.Issuance of Restricted Stock

1.1.       The Company hereby grants to Participant the number of shares of Restricted Stock set forth on the Notice of Grant, in accordance with the Plan and the terms set forth herein.

2.Restriction Period

2.1.       In accordance with Section 7.2(c) of the Plan, the Award of Restricted Stock shall be subject to an ongoing Risk of Forfeiture in the form of a lapsing right of forfeiture held by the Company for the duration of the Restriction Period, as set forth on the Notice of Grant. As the Restriction Period lapses, the Participant shall become vested in the Restricted Stock (such shares are referred to herein as “Vested”).

2.2.       If the Participant’s employment terminates for any reason during the Restriction Period, all shares of Restricted Stock that are not Vested on the Termination shall be immediately forfeited and the Participant shall have no further right thereto; provided, however, that military or sick leave shall not be deemed a Termination of Employment if it does not exceed the longer of ninety (90) days or the period during which the absent Participant’s reemployment rights, if any, are guaranteed by statute or by contract. Notwithstanding the foregoing, the Committee may, solely in its discretion, agree to shorten (including to zero) any Restriction Period as it deems appropriate and to the extent permitted by applicable law. Furthermore, all shares of Restricted Stock shall become 100% Vested upon the first to occur of the Participant’s death or Disability.

2.3.       In accordance with the terms of the Plan, any dividends (whether paid in cash, stock or property) declared and paid by the Company (“Accrued Dividends”) with respect to shares of Restricted Stock during the Restriction Period shall not be paid to the Participant until such time as the shares of Company Non-Voting Stock become Vested. Upon Vesting and release from the Restriction Period, a book-keeping entry shall be made by the Company on the Participant’s behalf reflecting the number of Vested shares of Company Non-Voting Stock that has been allocated to the Participant, in accordance with the terms of the Plan. At such time the Participant shall have all the rights appurtenant to, and obligations of, the holder of Company Non-Voting Stock, including the right to receive payment of any Accrued Dividends.

3.Tax Consequences

3.1.       It is understood by the Company and the Participant that the release from the Restriction Period of Vested shares of Restricted Stock hereunder may be deemed compensatory in purpose and in effect and that as a result the Company or a Subsidiary may be obligated to pay withholding taxes in respect of such shares at the time the Participant becomes subject to Federal income taxation as a result of the receipt of Vested Restricted Stock hereunder. The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the Vested Restricted Stock. On each Vesting date (or other date or

 2 
Time-Based Vesting; Used for Exchange Offers

time at which the Company is required to withhold taxes associated with the Restricted Stock), the Company will retain from the shares of Company Non-Voting Stock otherwise released from the Restriction Period on such date a number of shares of Company Non-Voting Stock having a fair market value (as determined by the Company in its sole discretion) equal to the Company’s minimum statutory withholding obligation with respect to such taxes. If the Company is unable to retain sufficient shares of Company Non-Voting Stock to satisfy such tax withholding obligation, the Participant acknowledges and agrees that the Company or a Subsidiary has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld for taxes relating to the Vesting of the Restricted Stock. If the Participant fails to make satisfactory arrangements for the payment of any required taxes hereunder at the time any shares of Restricted Stock otherwise are scheduled to Vest, the Participant will permanently forfeit such shares of Restricted Stock and any right to receive shares of Company Non-Voting Stock hereunder and the Restricted Stock will be returned to the Company at no cost to the Company. The Participant agrees that in the event and to the extent the Company and its Subsidiaries determine that they are not obligated to withhold taxes payable by the Participant with respect to such shares of Restricted Stock but the Company or a Subsidiary is later held liable due to any non-payment of taxes on the part of the Participant, the Participant shall indemnify and hold the Company and its Subsidiaries harmless from the amount of any payment made by them in respect of such liability. The Participant acknowledges that he or she is responsible for obtaining the advice of the Participant’s own tax advisors with respect to the acquisition of the shares of Restricted Stock and the Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax consequences relating to the shares of Restricted Stock.

3.2.       Participant hereby agrees to deliver to the Company (and his or her employing Subsidiary, if applicable) a signed copy of any instrument, letter or other document he or she may execute and file with the Internal Revenue Service evidencing his or her election under Section 83(b)(2) of the Internal Revenue Code of 1986, as amended, (the “Code”) to treat his or her receipt of the shares of Restricted Stock as includible in his or her gross income in the year of the grant. Participant shall deliver (i) a copy of any such instrument of election and (ii) payment for any withholding taxes that arise as a result of such election having been made within five (5) days after the date on which any such election is required to be made in accordance with the appropriate provisions of the Code or applicable Regulations thereunder.

4.Compliance with Law

4.1.       Participant represents and warrants, as a condition of any transfer of shares of Company Non-Voting Stock, that he or she is receiving the shares of Company Non-Voting Stock on his or her own account for the purpose of investment and not with a view to, or for sale in connection with, the distribution of any such shares.

4.2.       Participant acknowledges and agrees that neither the Company nor any agent of the Company shall be under any obligation to recognize any transfer of any of the shares of Company Non-Voting Stock if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities.

 

 

 3 
Time-Based Vesting; Used for Exchange Offers
5.General Provisions

5.1.       This Agreement shall be governed and enforced in accordance with the terms of the Plan and the laws of Maryland, without regard to the conflict of laws principles thereof, and shall be binding upon the heirs, personal representatives, executors, administrators, successors and assigns of the parties.

5.2.       This Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and thereof, supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way and may only be modified or amended in writing signed by the Company and the Participant.

5.3.       In general, the Company will not issue certificates evidencing Restricted Stock. However, if the Committee, solely in its discretion, determines to issue such certificates, they will be issued to a Participant with the following legend:

The transferability of this certificate and the shares represented by this certificate are subject to the terms and conditions (including, without limitation, the right of Eaton Vance Corp. to repurchase the shares) of the Eaton Vance Corp. 2013 Omnibus Incentive Plan (the “Plan”) and a Restricted Stock Notice & Agreement (the “Agreement”) entered into by the registered owner and Eaton Vance Corp. Copies of such Plan and Agreement are on file in the offices of Eaton Vance Corp.

5.4.       All notices or communications provided for under this Agreement shall be given in writing and by hand or by registered mail, return receipt requested, postage prepaid, and shall be addressed

(i) in the case of Participant, to his or her address appearing on the Notice of Grant and

(ii) in the case of the Company,

Two International Place

Boston, MA 02110

Attention: Treasurer

Notices given as hereinabove provided shall be deemed received (i) in the case of personal delivery, on the date of such delivery; (ii) in the case of mailing, when received by the addressee; and (iii) in the case of facsimile transmission, when confirmed by facsimile machine report. Any party hereto may designate a change of address by written notice to the other parties given at least ten (10) days before such change is to become effective for purposes of this Agreement.

5.5.       The rights and obligations of each party under this Agreement shall inure to the benefit of and be binding upon such party’s heirs, legal representatives, successors and permitted assigns. The rights and obligations of the Company under this Agreement shall be assignable by the Company to any one or more persons or entities without the consent of the Participant or any other person. The rights and obligations of any person other than the Company under this Agreement may only be assigned with the prior written consent of the Company.

 4 
Time-Based Vesting; Used for Exchange Offers

 

5.6.       No consent to or waiver of any breach or default in the performance of any obligations hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance of any of the same or any other obligations hereunder. Failure on the part of any party to complain of any act or failure to act of any other party or to declare any party in default, irrespective of the duration of such failure, shall not constitute a waiver of rights hereunder and no waiver hereunder shall be effective unless it is in writing, executed by the party waiving the breach or default hereunder.

5.7.       If any provision of this Agreement shall be held illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other severable provisions of this Agreement.

5.8.       The headings in this Agreement are for convenience of identification only, do not constitute a part hereof, and shall not affect the meaning or construction hereof.

5.9.       Participant agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.

5.10.       In case of any dispute hereunder, the parties will submit to the exclusive jurisdiction and venue of any court of competent jurisdiction sitting in the county in which the Company’s headquarters in the Commonwealth of Massachusetts is located, and will comply with all requirements necessary to give such court jurisdiction over the parties and the controversy. Each party hereto, in addition to being entitled to exercise all rights granted by law including recovery of damages (but subject to the remainder of this subsection), will be entitled to specific performance of his, her or its rights under this Agreement. The parties hereto agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate. EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AND TO CLAIM OR RECOVER PUNITIVE DAMAGES.

5.11.       Nothing contained in this Agreement shall confer upon the Participant any right with respect to the continuation of his or her employment or other association with the Company or any Subsidiary, or interfere in any way with the right of the Company and its Subsidiaries, subject to the terms of Participant’s separate employment agreement, if any, or provision of law or corporate articles or by-laws to the contrary, at any time to terminate such employment or consulting agreement or otherwise modify the terms and conditions of Participant’s employment or association with the Company or a Subsidiary.

 

 5 

 

 

 



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings