Odd Lot Index

American Realty Capital Trust, Inc.

Terms unclear

Unclear — read the filing yourself
In a Dutch auction, tendering too high can cost you the priority. The company picks the lowest price that buys the shares it wants, and everyone at or below that price gets it. Tender above it and your shares come back unpurchased — and because you are not in the accepted pool at all, the odd-lot priority never applies. Most offers have a box meaning "accept whatever price is determined", which keeps you in the pool; the trade-off is that you give up any say in the price. The filing explains both.
StatusClosed
Closing date2012-03-28
How it is pricedDutch auction
Odd-lot thresholdFewer than 100 shares
Must tender everything you holdYes
Must tick the odd-lot box on the formYes
Price offeredUSD $10.50 to $11.00 per share, in steps of $0.25
Most an odd-lot tender could be$1,039.50 to $1,089.00

Where each of these comes from

Every line above was read out of the filing. Here is the wording it was read from, so you can check it.

election_required = True...o tender more Shares than you hold will be in invalid tender. The stockholder should indicate the number of whole Shares he, she or it wishes to tender in Section 1 of the Letter of Transmittal. In addition, odd lot holders who tender all of their Shares must complete the section entitled “Odd Lots” in the Letter of Transmittal to qualify for the preferential treatment available to odd lot holders as set forth in Section 1. Stockholders holding their Shares through a broker, dealer, commercial bank, trust company or other nominee must contact their Custodian to tender their Shares on their behalf. Stockholders who hold Shares through a Custodian are urged to co...
expiry = 2012-03-28...NC. Up to $220,000,000 in Value of Shares of its Common Stock At a Purchase Price of Not Greater Than $11.00 per Share Nor Less Than $10.50 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON MARCH 28, 2012, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). American Realty Capital Trust, Inc., a Maryland corporation that qualifies as a real estate investment trust for U.S. federal...
expiry = 2012-03-28...pital Trust, Inc. Pursuant to the Offer to Purchase dated March 1, 2012 , as amended, and as may be further supplemented or amended from time to time THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON MARCH 28, 2012 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED OR WITHDRAWN. The Depositary for the Offer is: ARC Advisory Services, LLC By Mail, Overnight Courier or Hand Delivery: ARC Advisory Services, LLC 405 Park Avenue, 15th Floor New York, N...
listed = True...SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7. Effective on March 1, 2012, the Shares were listed and are now traded on NASDAQ under the symbol “ARCT”. March 1, 2012 will be the first day on which the Shares are traded on NASDAQ, so we cannot provide a market price of the Shares. Stockholders who tender in the Offer and whose tenders are accepted will lose the opportunity to trade the tendered Shares on NASDAQ, which may be at lower or higher prices than the Final Purchase Price, and the chance to participate in any future third party acquisition of the Company....
mechanism = DUTCH...d in this summary. What is the Company offering to purchase? We are offering to purchase shares of common stock, par value $0.01, of the Company. What will be the purchase price for the Shares? We are conducting the Offer through a procedure commonly called a modified “Dutch auction” tender offer. This procedure allows you to select the price or prices (in increments of $0.25), within a price range specified by us, at which you are willing to sell all or a portion of your Shares. The price range for the Offer is $10.50 to $11.00 per Share. We will select the lowest purchase price within the price range at which, bas...
mechanism = FIXED...epted. By contrast, if the Final Purchase Price is determined to be $10.75, and you tendered 50 Shares at $11.00 per Share and 50 Shares at $10.50 per Share, then only the 50 Shares tendered at $10.50 per Share will be purchased and you will receive the Final Purchase Price of $10.75 per Share that is tendered and accepted. Stockholders may not tender the same Shares more than once and may not tender the same Shares at more than one price. 7. Signatures on Letter of Transmittal. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond exactly with the n...
mechanism = DUTCH...Fazio DeFazio Communications, LLC tony@defaziocommunications.com Ph: (484-532-7783) For: Brian D. Jones, CFO & Treasurer American Realty Capital Trust, Inc. bjones@arctreit.com Ph: (212-415-6500) FOR IMMEDIATE RELEASE ARCT Announces Preliminary Results of its Modified Dutch Auction Tender Offer New York, New York, March 29, 2012 — American Realty Capital Trust, Inc. (NASDAQ: ARCT) (“ARCT” or the “Company”) today was pleased to announce the preliminary results of its modified “Dutch Auction” tender offer for the purchase of up to $220 million in value of shares of its common stock, which expired at 12:00 Midnight, E...
mechanism = DUTCH...J. DeFazio DeFazio Communications, LLC tony@defaziocommunications.com Ph: (484-532-7783) For: Brian D. Jones, CFO & Treasurer American Realty Capital Trust, Inc. bjones@arctreit.com Ph: (212-415-6500) FOR IMMEDIATE RELEASE ARCT Announces Final Results of its Modified Dutch Auction Tender Offer New York, New York, April 4, 2012 — American Realty Capital Trust, Inc. (NASDAQ: ARCT) today announced the final results of its modified “Dutch Auction” tender offer for the purchase of up to $220 million in value of shares of its common stock, which expired at Midnight, Eastern Time, on March 28, 2012. ARCT has accepted for...
must_tender_all = True...etter of Transmittal that purports to tender more Shares than you hold will be in invalid tender. The stockholder should indicate the number of whole Shares he, she or it wishes to tender in Section 1 of the Letter of Transmittal. In addition, odd lot holders who tender all of their Shares must complete the section entitled “Odd Lots” in the Letter of Transmittal to qualify for the preferential treatment available to odd lot holders as set forth in Section 1. Stockholders holding their Shares through a broker, dealer, commercial bank, trust company or other nominee must contact their Custodian to tender their Shares on the...
price = USD 10.5-11.0...dure allows you to select the price or prices (in increments of $0.25), within a price range specified by us, at which you are willing to sell all or a portion of your Shares. The price range for the Offer is $10.50 to $11.00 per Share. We will select the lowest purchase price within the price range at which, based on the number of Shares tendered and the number of Shares tendered at the prices specified by the tendering stockholders, we can...
price = USD 10.75...you tendered 50 Shares at $11.00 per Share and 50 Shares at $10.50 per Share, then only the 50 Shares tendered at $10.50 per Share will be purchased and you will receive the Final Purchase Price of $10.75 per Share that is tendered and accepted. Stockholders may not tender the same Shares more than once and may not tender the same Shares at more than one price. 7. Signatures on Letter of Transmittal. If this Letter of Transmittal...
price = USD 10.5...ory Services, LLC, the depositary for the tender offer, a total of 28,610,225 shares of ARCT’s common stock were properly tendered and not properly withdrawn at or below the final purchase price of $10.50 per share, including 1,209,196 shares that were tendered through notice of guaranteed delivery. In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the paying agent and the depos...
price = USD 10.5...llion in value of shares of its common stock, which expired at Midnight, Eastern Time, on March 28, 2012. ARCT has accepted for purchase 20,952,380 shares of its common stock at a purchase price of $10.50 per share, for an aggregate cost of approximately $220,000,000, excluding fees and expenses relating to the tender offer. The 20,952,380 shares accepted for purchase in the tender offer represent approximately 11.7% of ARCT’s cur...
threshold = 100...ing provisions will apply to the greater value. Odd Lots. For purposes of the Offer, the term “odd lots” means all Shares properly tendered at prices at or below the Final Purchase Price held by a stockholder who owns beneficially or of record an aggregate of fewer than 100 Shares, which we refer to as an “odd lot holder,” and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender all the Shares owned beneficially or of record by the odd lot holder in accordance with the procedures described in Section 3. As set forth ab...
threshold = 100..., as of the close of business on the date set forth on the signature page hereto, and who continues to own, beneficially or of record, as of the Expiration Date, an aggregate of fewer than 100 Shares. Check box if the undersigned: is the beneficial and record owner of an aggregate of fewer than 100 Shares, all of which are being tendered; or is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s) Shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owne...
txn_type = TENDER_OFFEREX-99.(A)(I) 2 v304020_ex99a-i.htm EXHIBIT 99.(A)(I) Exhibit (a)(i) Offer to Purchase for Cash By AMERICAN REALTY CAPITAL TRUST, INC. Up to $220,000,000 in Value of Shares of its Common Stock At a Purchase Price of Not Greater Than $11.00 per Share Nor Less Than $10.50 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON MARCH 28, 2012, UNLESS THE OFFER IS EXTENDED OR WITH...
txn_type = TENDER_OFFEREX-99.(A)(XII) 3 v305261_ex99-axii.htm EXHIBIT 99.(A)(XII) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of American Realty Capital Trust, Inc. Pursuant to the Offer to Purchase dated March 1, 2012 , as amended, and as may be further supplemented or amended from time to time THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON MARCH 28, 2012 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED OR WITHDRAWN. The Depositary for the Offer is: ARC Advisory Services, LLC...
txn_type = TENDER_OFFER...tions, LLC tony@defaziocommunications.com Ph: (484-532-7783) For: Brian D. Jones, CFO & Treasurer American Realty Capital Trust, Inc. bjones@arctreit.com Ph: (212-415-6500) FOR IMMEDIATE RELEASE ARCT Announces Preliminary Results of its Modified Dutch Auction Tender Offer New York, New York, March 29, 2012 — American Realty Capital Trust, Inc. (NASDAQ: ARCT) (“ARCT” or the “Company”) today was pleased to announce the preliminary results of its modified “Dutch Auction” tender offer for the purchase of up to $220 million in value of shares of its common stock, which expired at 12:00 Midnight, Eastern Time,...
txn_type = TENDER_OFFER...munications, LLC tony@defaziocommunications.com Ph: (484-532-7783) For: Brian D. Jones, CFO & Treasurer American Realty Capital Trust, Inc. bjones@arctreit.com Ph: (212-415-6500) FOR IMMEDIATE RELEASE ARCT Announces Final Results of its Modified Dutch Auction Tender Offer New York, New York, April 4, 2012 — American Realty Capital Trust, Inc. (NASDAQ: ARCT) today announced the final results of its modified “Dutch Auction” tender offer for the purchase of up to $220 million in value of shares of its common stock, which expired at Midnight, Eastern Time, on March 28, 2012. ARCT has accepted for purchase 20,...

The filings

FiledFormRoleOn EDGAR
2012-03-01SC TO-Ioriginal (governing)View
2012-03-12SC TO-I/AamendmentView
2012-03-29SC TO-I/AamendmentView
2012-04-04SC TO-I/AamendmentView