AOL 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.
| Status | Closed |
|---|---|
| Closing date | 2012-08-02 |
| How it is priced | Dutch auction |
| Odd-lot threshold | Fewer than 100 shares |
| Must tender everything you hold | Yes |
| Must tick the odd-lot box on the form | Not stated |
| Price offered | USD $27.00 to $30.00 per share, in steps of $0.25 |
| Most an odd-lot tender could be | $2,673.00 to $2,970.00 |
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.
expiry = 2012-08-02...Purchase for Cash by AOL Inc. of Up to $400,000,000 of Shares of Its Common Stock at a Purchase Price Not Greater than $30.00 per Share nor Less than $27.00 per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, AUGUST 2, 2012, UNLESS THE OFFER IS EXTENDED (SUCH TIME AND DATE, AS MAY BE EXTENDED, THE “EXPIRATION TIME”). AOL Inc., a Delaware corporation (the “Company,” “AOL,” “we,” or “us”), invites its stockholders to tender shares of its common stock, par value...
listed = True...Shares without amending or extending the Offer. See Section 1. Table of Contents The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions. See Section 7. The Shares are listed and traded on the New York Stock Exchange (the “NYSE”) under the symbol “AOL.” On June 27, 2012, the last full trading day prior to the announcement and commencement of the Offer, the last reported sale price of the Shares was $27.31 per Share. Stockholders are urged to obtain current market quotations for the Shares before deciding whether and at what purchase price or purchase prices to...
mechanism = DUTCH...ious factors and information before approving the Offer, including, without limitation, other possible methods of repurchasing the Shares, including in the open market or through a fixed price tender offer for the Shares, recent trends in the market regarding modified “Dutch auction” tender offers, trends in the equity market generally, stockholder input, and historical trading performance of our Shares, of the stock of comparable public companies and of related market indices. We believe that the modified “Dutch auction” tender offer set forth in this Offer to Purchase represents an efficient mechanism to provide o...
must_tender_all = True...r of Transmittal. Tendering stockholders should be aware that this election could mean that none of their Shares will be purchased if they check a box other than the box representing the price at or below the Final Purchase Price. In addition, odd lot holders who tender all of their Shares must complete the section captioned “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 the nominee in order to tender their Shares....
price = USD 27.0-30.0...a modified “Dutch auction,” which allows you to select the price (in increments of $0.25), within a price range specified by us, at which you are willing to sell your Shares. The price range for the Offer is $27.00 to $30.00 per Share. We will select the lowest purchase price, not greater than $30.00 per Share nor less than $27.00 per Share, that will allow us to purchase Shares having an aggregate purchase price of $400 million, based on t...
threshold = 100...ng provisions will apply to the greater amount. 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. To qualify for this preference, an odd lot holder must tender all Shares owned beneficially or of record by the odd lot holder in accordance with the procedures described in Section 3. As set forth above, odd lots will be accepted for payment before proratio...
txn_type = TENDER_OFFEREX-99.A.1.I 2 d372937dex99a1i.htm EXHIBIT (A)(1)(I) Exhibit (a)(1)(i) Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash by AOL Inc. of Up to $400,000,000 of Shares of Its Common Stock at a Purchase Price Not Greater than $30.00 per Share nor Less than $27.00 per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, AUGUST 2, 2012, UNLESS THE OFFER IS EXTENDED (SUCH TIME AND DATE, AS MAY BE EXTENDED, THE...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2012-06-28 | SC TO-I | original (governing) | View |