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.
| Status | Closed |
|---|---|
| Closing date | 2021-07-02 |
| 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 | Yes |
| Price offered | USD $1.50 to $2.00 per share |
| Most an odd-lot tender could be | $148.50 to $198.00 |
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...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 pro...
election_required = True...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 pro...
expiry = 2021-06-30...to $2,200,000 in Value of Shares of its Class A Common Stock At a Purchase Price not Greater Than $2.00 per Share Nor Less Than $1.50 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 30, 2021, 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 ou...
expiry = 2021-07-02...to $2,200,000 in Value of Shares of its Class A Common Stock At a Purchase Price not Greater Than $1.85 per Share Nor Less Than $1.65 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 2, 2021, 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 ou...
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...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...
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); 5 TABLE OF CONTENTS • s...
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); 5 TABLE OF CONTENTS • s...
price = USD 1.5-2.0...s procedure allows you to select the price (in multiples of $0.10), 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 $1.50 to $2.00 per share of Class A Common Stock. We will select the single lowest purchase price (in multiples of $0.10), not greater than $2.00 nor less than $1.50 per share of Class A Common Stock, that will allow us to purchase up...
price = USD 1.65-1.85...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 $1.65 to $1.85 per share of Class A Common Stock. We will select the single lowest purchase price (in multiples of $0.05), not greater than $1.85 nor less than $1.65 per share of Class A Common Stock, that will allow us to purchase up...
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...
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.EXA1A 2 tm2117605d1_exha1a.htm EXHIBIT A1A tm2117605-1_sctoi_DIV_02-exha1a - none - 4.6719074s 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 $2.00 per Share Nor Less Than $1.50 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 30, 2021, UNLESS THE OFFER IS EXT...
txn_type = TENDER_OFFEREX-99.EXA1F 2 tm2118237d1_exha1f.htm EXHIBIT A1F tm2118237-1_sctoia_DIV_02-exha1f - none - 4.7031019s TABLE OF CONTENTS Exhibit (a)(1)(F) Amended 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 $1.85 per Share Nor Less Than $1.65 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 2, 2021, UNLESS THE OFFER IS EXTE...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2021-05-27 | SC TO-I | original (governing) | View |
| 2021-06-04 | SC TO-I/A | amendment | View |