GDV-H Gabelli Dividend and Income Trust

As filed with the Securities and Exchange Commission on March 17, 2021

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

The Gabelli Dividend & Income Trust

(Name of Subject Company (Issuer))

The Gabelli Dividend & Income Trust

(Name of Filing Person (Issuer))

Auction Market Preferred Shares, Series B, Par Value $0.001

Auction Market Preferred Shares, Series C, Par Value $0.001

Auction Rate Preferred Shares, Series E, Par Value $0.001

(Title of Class of Securities)

36242H302

36242H401

36242H609

(CUSIP Number of Class of Securities)

Bruce N. Alpert

The Gabelli Dividend & Income Trust

One Corporate Center

Rye, New York 10580-1422

(914) 921-5100

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

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

TABLE OF CONTENTS

INTRODUCTORY STATEMENT

This Tender Offer Statement on Schedule TO (as amended from time to time, this “Schedule TO”) is filed by The Gabelli Dividend & Income Trust, a Delaware statutory trust (“GDV” or the “Issuer”). This Schedule TO relates to the Issuer’s offer to exchange up to 100% of the Issuer’s preferred shares, designated Series B Auction Market Preferred Shares (“Series B Preferred Shares”), Series C Auction Market Preferred Shares (“Series C Preferred Shares”) and Series E Auction Rate Preferred Shares (“Series E Preferred Shares,” and collectively, the “Auction Rate Preferred Shares”), for (i) shares of the Issuer’s Series J Cumulative Term Preferred Shares, par value $0.001 and liquidation preference $25,000 per share (the “Series J Preferred Shares”) and (ii) cash, upon the terms and subject to the conditions set forth in the Offer to Exchange dated March 17, 2021 and the related Letter of Transmittal (such transaction, the “Exchange Offer”).

The Offer to Exchange and the Letter of Transmittal (together, as amended and supplemented from time to time, the “Disclosure Documents”) are attached to this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. This Schedule TO is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended. All information in the Disclosure Documents, including all schedules, is hereby expressly incorporated by reference in answer to all items in this Schedule TO and is supplemented by the information specifically provided herein, except as otherwise set forth below.

The information set forth in the Offer to Exchange in the sections entitled “Summary Term Sheet” and “Questions and Answers about the Exchange Offer” is incorporated herein by reference.

(a) Name and Address

The name of the subject company is The Gabelli Dividend & Income Trust. The address of the Issuer’s principal executive offices is One Corporate Center, Rye, New York 10580-1422. Its telephone number is (914) 921-5100.

(b) Securities

The information set forth in the Offer to Exchange on the cover page thereto and in the section entitled “Description of the Securities” is incorporated herein by reference.

As of March 16, 2021, the Issuer had issued and outstanding 2,647 Series B Preferred Shares, 3,244 Series C Preferred Shares and 480 Series E Preferred Shares. The Issuer’s Agreement and Declaration of Trust, as amended from time to time, provides that the Issuer’s Board of Trustees (“Board”) may authorize and issue classes of shares with rights and preferences as determined by the Board, by action of the Board without the approval of the holders of the common shares. Currently, an unlimited number of the Issuer’s shares are available for classification by the Board as preferred shares, par value $0.001 per share, of which 6,116 preferred shares have been designated as Series J Preferred Shares.

(c) Trading and Market Price

The Auction Rate Preferred Shares are not listed on any securities exchange.

(a) Name and Address

The filing person is the Issuer. The information set forth in Item 2(a) above is incorporated herein by reference.

Pursuant to Instruction C to Schedule TO, the following persons are the directors and executive officers of the Issuer:

The Issuer’s directors and executive officers can be reached at the Issuer’s business address and phone number set forth in response to Item 2(a) above.

Gabelli Funds, LLC (the “Investment Adviser”) is the investment adviser. The business address of the Investment Adviser is One Corporate Center, Rye, New York 10580-1422. The telephone number of the Investment Adviser is (914) 921-5100.

(a) Material Terms.

The information set forth in the sections of the Offer to Exchange titled “Summary Term Sheet,” “Questions and Answers About the Exchange Offer,” “Description of the Series J Preferred Shares,” “Special Characteristics and Risk of the Series J Preferred Shares,” “The Exchange Offer,” “Certain Material Differences Between our Auction Rate Preferred Shares and the Series J Preferred Shares,” and “Taxation” is incorporated herein by reference.

(b) Purchases.

The information set forth in the sections of the Offer to Exchange titled “Summary Term Sheet,” “Security Ownership of Certain Beneficial Owners and Management” and “Transactions in Auction Rate Preferred Shares” is incorporated herein by reference.

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The information set forth in the sections of the Offer to Exchange titled “Transactions in Auction Rate Preferred Shares,” “Agreements Involving the Fund and its Securities,” “Security Ownership of Certain Beneficial Owners and Management,” “Indemnification” and “Certain Material Differences Between our Auction Rate Preferred Shares and the Series J Preferred Shares” is incorporated herein by reference.

In addition, the Form of Statement of Preferences of the Series J Cumulative Term Preferred Shares attached hereto as Exhibit (d)(3) and the Share Exchange Agreement, dated as of March 17, 2021, between the Issuer and Bank of America, attached hereto as Exhibit (d)(6) are incorporated herein by reference in its entirety.

(a) Purposes.

The information set forth in the section of the Offer to Exchange titled “Questions and Answers about the Exchange Offer—What is the purpose of the Exchange Offer?” is incorporated herein by reference.

(b) Use of Securities Acquired.

Auction Rate Preferred Shares accepted for exchange by the Issuer in the Exchange Offer will be cancelled.

(c) Plans.

The information set forth in the sections of the Offer to Exchange titled “Questions and Answers about the Exchange Offer—What is the purpose of the Exchange Offer?,” “Special Characteristics and Risk of the Series J Preferred Shares—Voting Rights,” “Anti-Takeover Provisions in the Governing Documents” and “Proposals and Plans” is incorporated herein by reference.

(a) Source of Funds.

Assuming full participation in the Exchange Offer, tendering shareholders would receive, in the aggregate, a maximum of 6,116 Series J Preferred Shares and $3,840 in cash in lieu of fractional shares upon conversion in the Exchange Offer. The Issuer intends to pay the cash portion of the purchase price with funds on hand.

(b) Conditions.

Not applicable.

(d) Borrowed Funds.

Not applicable.

(a) Securities Ownership.

The information set forth in the section of the Offer to Exchange titled “Security Ownership of Certain Beneficial Owners and Management” is incorporated here by reference.

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(b) Securities Transactions.

The information set forth in the section of the Offer to Exchange titled “Security Ownership of Certain Beneficial Owners and Management” and “Transactions in Auction Rate Preferred Shares” is incorporated here by reference.

(a) Solicitations or Recommendations.

No persons have been directly or indirectly employed, retained or otherwise compensated to make solicitations or recommendations in connection with the Exchange Offer, other than certain employees of the Issuer, none of whom will receive any special or additional compensation in connection with the Exchange Offer beyond their normal compensation.

See the information set forth in the Offer to Exchange under the caption “Notice to Investors.”

(a) Financial Information.

The information set forth in the sections of the Offer to Exchange titled “Selected Historical Financial Data,” “Capitalization,” and the financial statements contained in the reports set forth in the section of the Offer to Exchange titled “Incorporation by Reference,” and incorporated herein by reference.

A copy of any or all of the documents containing such information and financial statements may be inspected, and copies thereof obtained, upon written or oral request, by contacting the Issuer by telephone at 800-GABELLI (422-3554) or 914-921-5070, or by written request to The Gabelli Dividend & Income Trust, One Corporate Center, Rye, New York 10580-1422.

(b) Pro Forma Information.

The information set forth in the section of the Offer to Exchange titled “Capitalization” is incorporated herein by reference.

(a) Agreements, regulatory requirements and legal proceedings.

(a)(1) The information set forth in the sections of the Offer to Exchange titled “Transactions in Auction Rate Preferred Shares,” “Security Ownership of Certain Beneficial Owners and Management,” “Agreements Involving the Fund and its Securities” and “Indemnification” is incorporated herein by reference.

(a)(2) Not applicable.

(a)(3) Not applicable.

(a)(4) Not applicable.

(a)(5) Not applicable.

(c) The Offer to Exchange, attached hereto as Exhibit (a)(1)(i), is incorporated herein by reference in its entirety.

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5

Not applicable.

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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.

Dated: March 17, 2021