Odd Lot Index

BIMINI CAPITAL MANAGEMENT, INC. BMNM

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 date2019-07-01
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 $2.00 to $2.20 per share
Most an odd-lot tender could be$198.00 to $217.80

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...t holder at a price at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date (tenders of less than all of the shares of Class A Common Stock owned by such odd lot holder will not qualify for this preference); and ○ completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. • Second, after the purchase of all of the shares of Class A Common Stock properly tendered by odd lot holders at or below the Final Purchase Price, subject to the conditional tender provisions described in Section 6, we will purchase all other shares of Class A Common Stock prope...
expiry = 2019-07-01...Of up to $2,200,000 in Value of Shares of its Class A Common Stock At a Purchase Price not Greater Than $2.20 per Share Nor Less Than $2.00 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 1, 2019, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). Bimini Capital Management, Inc., a Maryland corporation (the “Company,” “Bimini Capital,” “we,” “our” or “us”), invites holders of our Cl...
mechanism = DUTCH...opriate balance between meeting the needs of our business and delivering value to our stockholders. We believe the Offer is an appropriate mechanism to return capital to our stockholders that seek liquidity under current market conditions. We believe that the modified “Dutch auction” tender offer set forth in this Offer to Purchase represents an efficient mechanism to provide our stockholders with the opportunity to tender all or a portion of their Class A Common Stock and, thereby, receive a return of some or all of their investment in the Company if they so elect. The Offer provides stockholders (particularly thos...
mechanism = DUTCH...5)(C) Exhibit (a)(5)(C) Bimini Capital Management Announces Preliminary Results of Tender Offer VERO BEACH, Fla., July 2, 2019 (GLOBE NEWSWIRE) -- Bimini Capital Management, Inc. (OTCQB: BMNM) (“Bimini Capital”) today announced the preliminary results of its “modified Dutch auction” tender offer to purchase up to $2.2 million in value of shares of its Class A common stock, par value $0.001 per share (the “Class A Common Stock”), which expired at 5:00 P.M., New York City time, on July 1, 2019 (the “Offer”). Based on the preliminary count by Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), the depositary f...
mechanism = DUTCH...EXHIBIT (A)(5)(D) Exhibit (a)(5)(D) Bimini Capital Management Announces Final Results of Tender Offer VERO BEACH, Fla., July 8, 2019 (GLOBE NEWSWIRE) -- Bimini Capital Management, Inc. (OTCQB: BMNM) (“Bimini Capital”) today announced the final results of its “modified Dutch auction” tender offer to purchase up to $2.2 million in value of shares of its Class A common stock, par value $0.001 per share (the “Class A Common Stock”), which expired at 5:00 P.M., New York City time, on July 1, 2019 (the “Offer”). Bimini Capital accepted 1,100,000 shares of Class A Common Stock for purchase at a purchase price of $2.00 per...
must_tender_all = True...rior to the Expiration Date, we will purchase shares of Class A Common Stock on the following basis: • first, we will purchase all odd lots (as defined in Section 1) of less than 100 shares of Class A Common Stock at the Final Purchase Price from stockholders who properly tender all of their shares of Class A Common Stock at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date (tenders of less than all of the shares of Class A Common Stock owned, beneficially or of record, by such odd lot holder (as defined in Section 1) will not qualify for this preference); • second, after the purchas...
price = USD 2.0-2.2...s procedure allows you to select the price (in multiples of $0.05), within a price range specified by us, at which you are willing to sell your shares of Class A Common Stock. The price range for the Offer is $2.00 to $2.20 per share of Class A Common Stock. We will select the single lowest purchase price (in multiples of $0.05), not greater than $2.20 nor less than $2.00 per share of Class A Common Stock, that will allow us to purchase up...
price = USD 2.0...e Issuer Solutions, Inc. (“Broadridge”), the depositary for the Offer, a total of 2,685,144 shares of Class A Common Stock were properly tendered and not properly withdrawn at the purchase price of $2.00 per share, including 1,502 shares that were tendered by notice of guaranteed delivery. In accordance with the terms and conditions of the Offer, and based on the preliminary count by the depositary, Bimini Capital expects to acqu...
price = USD 2.0...A Common Stock”), which expired at 5:00 P.M., New York City time, on July 1, 2019 (the “Offer”). Bimini Capital accepted 1,100,000 shares of Class A Common Stock for purchase at a purchase price of $2.00 per share, for an aggregate cost of approximately $2.2 million, excluding fees and expenses relating to the Offer. The shares of Class A Common Stock accepted for purchase represent approximately 8.7% of Bimini Capital’s total ou...
threshold = 100...Stock in the Offer, subject to applicable law. If we do so, the preceding provisions will apply to the greater value. Odd Lots. For purposes of the Offer, the term “odd lots” means all shares of Class A Common Stock properly tendered held by a stockholder who owns beneficially or of record an aggregate of fewer than 100 shares of Class A Common Stock, such holder referred 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 at or below the Final Purchase Price all shares of Class A Common Stock owned...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 nt10002251x1_exa1a.htm EXHIBIT (A)(1)(A) TABLE OF CONTENTS Exhibit (a)(1)(A) Offer to Purchase for Cash By BIMINI CAPITAL MANAGEMENT, INC. Of up to $2,200,000 in Value of Shares of its Class A Common Stock At a Purchase Price not Greater Than $2.20 per Share Nor Less Than $2.00 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 1, 2019, UNLESS THE OFFER IS EXTENDED OR...
txn_type = TENDER_OFFER...Capital Management Announces Preliminary Results of Tender Offer VERO BEACH, Fla., July 2, 2019 (GLOBE NEWSWIRE) -- Bimini Capital Management, Inc. (OTCQB: BMNM) (“Bimini Capital”) today announced the preliminary results of its “modified Dutch auction” tender offer to purchase up to $2.2 million in value of shares of its Class A common stock, par value $0.001 per share (the “Class A Common Stock”), which expired at 5:00 P.M., New York City time, on July 1, 2019 (the “Offer”). Based on the preliminary count by Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), the depositary for the Offer, a total of 2...
txn_type = TENDER_OFFER...)(D) Bimini Capital Management Announces Final Results of Tender Offer VERO BEACH, Fla., July 8, 2019 (GLOBE NEWSWIRE) -- Bimini Capital Management, Inc. (OTCQB: BMNM) (“Bimini Capital”) today announced the final results of its “modified Dutch auction” tender offer to purchase up to $2.2 million in value of shares of its Class A common stock, par value $0.001 per share (the “Class A Common Stock”), which expired at 5:00 P.M., New York City time, on July 1, 2019 (the “Offer”). Bimini Capital accepted 1,100,000 shares of Class A Common Stock for purchase at a purchase price of $2.00 per share, for an aggregate c...

The filings

FiledFormRoleOn EDGAR
2019-05-29SC TO-Ioriginal (governing)View
2019-07-02SC TO-I/AamendmentView
2019-07-08SC TO-I/AamendmentView