UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 15, 2020

ASSOCIATED CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware
1-37387
47-3965991
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

 
191 Mason Street, Greenwich, CT
  
06830
     
(Address of principal executive offices)
  
(Zip Code)

Registrant's telephone number, including area code (203) 629-9595

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share
AC
New York Stock Exchange

Item 7.01
Regulation FD Disclosure.
 
On June 15, 2020, Associated Capital Group, Inc. issued a press release concerning its investment in Gabelli Value Plus+ Trust Plc.
 
A copy of the press release is furnished herewith as Exhibit 99.1.
 
The information contained in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as may be expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report on Form 8-K.
 
Item 9.01
Financial Statements and Exhibits.
 
  99.1
Associated Capital Group’s Press Release, dated June 15, 2020.
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Associated Capital Group, Inc.
 
By: /s/ Kenneth D. Masiello
Chief Accounting Officer
 
Date: June 15, 2020
 

Exhibit 99.1
191 Mason Street
Greenwich, CT 06830
+1 203-629-9595
Associated-Capital-Group.com

For Immediate Release:

Associated Capital Group, Inc.’s Investment in Gabelli Value Plus+ Trust
 
GREENWICH, CT, June 15, 2020 – Associated Capital Group, Inc. (“AC” or the “Company”) announces a scheduled meeting of its Board of Directors on June 29, 2020 to discuss the Company’s investment in the Gabelli Value Plus+ Trust (“GVP” or the “Trust”). This meeting has been organized in response to the GVP Board’s request, as it prepares for the proposed Continuation Vote planned at GVP’s forthcoming Annual General Meeting.

AC invested in the initial public offering of GVP on the London Stock Exchange in February of 2015 and has been supportive of its mandate and structure; AC recently announced additional share purchases in the open market. AC and its affiliates including Mario Gabelli, the Company’s Chairman, hold approximately 27.8% of the share count as of its most recent filing. As a UK PLC operating as an investment trust, GVP delivers a differentiated long term investment for AC’s value oriented portfolio.

The Trust brings the U.K. market the Gabelli time-tested Private Market with a CatalystTM methodology in a concentrated and active U.S. event-driven value portfolio with a preference towards smaller companies. Reflective of the Gabelli organization’s deep bottom-up research capabilities, the Trust uniquely maintains a significant concentration in many ‘less liquid’ small and micro-cap holdings, coupled with announced merger and other special situation investments oriented toward generating total returns. Associated Capital views this investment trust vehicle as an attractive closed-ended structure, owing to the London Stock Exchange’s established and historical market structure and favorable company rules.

In previous communications with the GVP Board, Associated Capital had voiced its support for measures which it believed would have served to enhance shareholder value and effectively provide temporary liquidity during supply/demand imbalances when reflected in the Trust’s share price discount to NAV. AC has been, and continues to remain, supportive of an active share buyback policy. This policy was highly effective when in place from the IPO through the second quarter of 2019. The policy was halted in June of 2019, accommodating other interests and absent in temporarily supporting imbalances. AC had also proposed other initiatives to the GVP Board, including a 5% per annum distribution policy.

Based upon a review of publicly available ownership information, AC believes one local and one international activist entity might own approximately 30% of GVP on a combined basis and might be acting in concert with one another. These coordinated efforts appear to be seeking short term gains by anticipating a possible liquidation and wind up of GVP, which is contrary to the long term objectives of the Trust.

As a unique exchange traded investment product, the U.K. investment trust is well suited for many shareholders, including Associated Capital. The purpose of the AC Board of Directors meeting scheduled for June 29, 2020 is to conclude whether current dynamics at GVP dilute the long term investment benefits of the GVP value strategy. AC’s Board may decide to accelerate buying businesses and redeploy assets, even from investments such as GVP, which provide what Warren Buffett cherishes – compounded, long-term gains.
191 Mason Street
Greenwich, CT 06830
+1 203-629-9595
Associated-Capital-Group.com

About Associated Capital Group, Inc.

Associated Capital, based in Greenwich Connecticut, is a diversified global financial services company that provides alternative investment management through Gabelli & Company Investment Advisers, Inc. (“GCIA” f/k/a Gabelli Securities, Inc.). We have also earmarked proprietary capital for our direct investment business that invests in new and existing businesses. The direct investment business is developing along three core pillars: Gabelli Private Equity Partners, LLC (“GPEP”), formed in August 2017 with $150 million of authorized capital as a “fund-less” sponsor; the SPAC business (Gabelli special purpose acquisition vehicles), launched in April 2018; and Gabelli Principal Strategies Group, LLC (“GPS”) created to pursue strategic operating initiatives.

For Further information
Please contact

Kevin Handwerker
General Counsel
+1 (203) 629-9595