Armstrong Flooring, Inc. AFIIQ

election_required = True...by any Odd Lot Holder who: • properly tenders and does not properly withdraw all Shares owned by the Odd Lot Holder at or below the Purchase Price (tenders of less than all of the Shares owned by an Odd Lot Holder will not qualify for this preference); and • completes the section entitled “Odd Lots” in the Letter of Transmittal or, in the case of a book-entry transfer, an Agent’s Message (as defined below), and, if applicable, in the Notice of Guaranteed Delivery (or, in the case of a beneficial owner, arranges with the owner’s broker, dealer, commercial bank, trust company or other nominee for such completion or Agent’s Message); and • Second, subject to the c...

listed = True...ing the Expiration Date. See Section 3. Table of Contents The Offer is not conditioned upon obtaining financing or any minimum number of Shares being tendered. The Offer is, however, subject to a number of other terms and conditions. See Section 7. The Shares are listed on the New York Stock Exchange (the “NYSE”) and trade under the symbol “AFI.” On May 16, 2019, the last full trading day prior to the announcement of the Offer, the reported closing price of the Shares on the NYSE was $10.52 per Share. You are urged to obtain current market quotations for the Shares before deciding whether, and at what price or prices, to tender your...

mechanism = DUTCH...o from time to time establish a trading plan under Rule 10b5-1 of the Exchange Act to facilitate purchases of Shares. See Section 2. What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting the Offer by means of a modified “Dutch auction” to purchase for cash up to $50,000,000 of Shares, pursuant to (i) Auction Tenders at prices specified by the tendering stockholders of not greater than $11.70 per Share nor less than $10.20 per Share, or (ii) Purchase Price Tenders, in either case, net to the seller in cash, less any applicable withholding taxes and without interest, up...

mechanism = DUTCHEX-99.(A)(5)(C) 2 d768725dex99a5c.htm EX-99.(A)(5)(C) EX-99.(a)(5)(C) Exhibit (a)(5)(C) FOR IMMEDIATE RELEASE Armstrong Flooring Announces Final Results Of Modified “Dutch Auction” Self-Tender Offer Company Purchases 4,504,504 Shares of Common Stock at $11.10 Per Share Lancaster, PA. June 21, 2019 – Armstrong Flooring, Inc. (NYSE: AFI) (“Armstrong Flooring” or the “Company”) announced today the final results of its modified “Dutch auction” self-tender offer to repurchase up to $50,000,000 in cash of its common sto...

must_tender_all = True...y a particular stockholder as a single lot, and will limit our purchase in each case to the designated minimum number of Shares to be purchased. To be eligible for purchase by random lot, stockholders whose Shares are conditionally tendered must have properly tendered all of their Shares at or below the Purchase Price. 7. Conditions of the Offer. Notwithstanding any other provision of the Offer, we will not be required to accept for payment, purchase or pay for any Shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of or the payment for Shares tendered, su...

price = USD 11.7...this Offer to Purchase and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”). At the maximum purchase price of $11.70 per Share, subject to any increase we may later make (subject to applicable law), we could purchase up to 4,273,504 Shares if the Offer is fully subscribed, which would represent approximately 16.4% of our issued and outstanding...

price = USD 11.1...ust Company, LLC, the depositary for the self-tender offer, 4,991,207 shares of Armstrong Flooring’s common stock, were properly tendered (and not properly withdrawn) at the final purchase price of $11.10 per share. Because the tender offer was oversubscribed, the Company purchased only a prorated portion of the shares properly tendered by each tendering shareholder (other than “odd lot” holders whose shares were purchased on a pr...

priority = True...r Share (the minimum purchase price under the Offer) and stockholders properly tendering Shares pursuant to Purchase Price Tenders can reasonably expect to have Shares purchased at the Purchase Price if any Shares are purchased under the Offer (subject to the provisions relating to “odd lot” priority, proration and conditional tender). However, your election or the election of other stockholders to tender Shares pursuant to Auction Tenders or Purchase Price Tenders could result in the Purchase Price being lower and could result in your Shares being purchased at the minimum price in the Offer. The Offer is not being made to, nor will...

txn_type = CONSOLIDATION...or other consideration subject to such award or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding common stock or in our capital structure by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, spinoffs, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the date of grant of any such award, or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution...

txn_type = TENDER_OFFEREX-99.(A)(5)(C) 2 d768725dex99a5c.htm EX-99.(A)(5)(C) EX-99.(a)(5)(C) Exhibit (a)(5)(C) FOR IMMEDIATE RELEASE Armstrong Flooring Announces Final Results Of Modified “Dutch Auction” Self-Tender Offer Company Purchases 4,504,504 Shares of Common Stock at $11.10 Per Share Lancaster, PA. June 21, 2019 – Armstrong Flooring, Inc. (NYSE: AFI) (“Armstrong Flooring” or the “Company”) announced today the final results of its modified “Dutch auction” self-tender offer to repurchase up to $50,000,000 in cash of its common stock, which expired a...

accepted = 4504504...n the proration factor, the final proration factor for the tender offer was 97.14% of the shares properly tendered at the final purchase price of $11.10 per share. Accordingly, Armstrong Flooring has accepted for purchase 4,504,504 shares of its common stock at the final purchase price of $11.10 per share, for a total cost of approximately $50,000,000, excluding fees and expenses relating to the self-tender offer. The common stock accepted for purchase in the self-tender offer represent approximately 17.3% of Arm...

final_price = 11.1...erican Stock Transfer & Trust Company, LLC, the depositary for the self-tender offer, 4,991,207 shares of Armstrong Flooring’s common stock, were properly tendered (and not properly withdrawn) at the final purchase price of $11.10 per share. Because the tender offer was oversubscribed, the Company purchased only a prorated portion of the shares properly tendered by each tendering shareholder (other than “odd lot” holders whose shares were purchased on a priority basis) at the final purchase price of $11.10 per shar...

proration_pct = 97.14...is) at the final purchase price of $11.10 per share. Based on the final tender count, and taking into consideration the effect of odd lot priority and conditional tenders on the proration factor, the final proration factor for the tender offer was 97.14% of the shares properly tendered at the final purchase price of $11.10 per share. Accordingly, Armstrong Flooring has accepted for purchase 4,504,504 shares of its common stock at the final purchase price of $11.10 per share, for a total cost of approximately $50,000,000, excludi...

tendered = 4991207...tock, which expired at 12:00 a.m., New York City time, at the end of June 14, 2019. Based on the final count by American Stock Transfer & Trust Company, LLC, the depositary for the self-tender offer, 4,991,207 shares of Armstrong Flooring’s common stock, were properly tendered (and not properly withdrawn) at the final purchase price of $11.10 per share. Because the tender offer was oversubscribed, the Company purchased only a prorated portion of the shares properly tendered by each tendering shareholder (other than “odd lot” holders whose shares were...