BRINKER INTERNATIONAL INC EAT
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 | 2006-09-26 |
| 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 $35.25 to $38.50 per share, in steps of $0.25 |
| Most an odd-lot tender could be | $3,489.75 to $3,811.50 |
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...y shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price and do not properly withdraw them before the Expiration Time, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guarantee Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. Once I have tendered shares in the Tender Offer, can I withdraw my tender? Yes. You may withdraw any shares you have tendered at any time before 12:00 midnight, Eastern Time, on S...
expiry = 2006-09-26...r to Purchase for Cash Up to 11,688,311 Shares of its Common Stock at a Purchase Price Not Greater Than $38.50 nor Less Than $35.25 Per Share THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON SEPTEMBER 26, 2006, UNLESS THE TENDER OFFER IS EXTENDED. Brinker International, Inc., a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase up to 11,688,311 shares of its Common Stock, $0.10 par value per share (the “Common Stock”),...
expiry = 2006-09-26...mended Letter of Transmittal, each as may be further amended or supplemented from time to time, together constitute the tender offer (the “Tender Offer”). The Tender Offer was originally scheduled to expire at 12:00 Midnight, Eastern Time, on September 26, 2006. We have extended the expiration of the Tender Offer to 12:00 Midnight, Eastern Time, on Wednesday, October 11, 2006. We have also decreased the number of shares we are offering to purchase to up to 11,250,000 shares of Common Stock and in...
listed = True...red) at any time prior to the Expiration Time shall not be affected by any subsequent event regardless of whether such subsequent event would have otherwise resulted in the event having been “cured” or ceasing to exist. 8. Price Range of the Shares The shares are traded on NYSE under the symbol “EAT”. The following table sets forth, for each of the periods indicated, the high and low closing sales prices per share as reported by NYSE based on published financial sources. High Low Fiscal 2005 First Quarter $ 36.47 29.49 Second Quarter 35.18 30.64 Third Quarter 39.00 33.90 Fourth Quarter 41.85 33.50 Fiscal 2006 F...
listed = True...OFFER SHOULD TREAT THIS EXTENSION AS A NEW TENDER OFFER, WHETHER OR NOT THEY WISH TO MAKE ANY CHANGE IN THEIR PREVIOUS INSTRUCTIONS, AND SHOULD TENDER THEIR SHARES BY COMPLYING WITH THE PROCEDURES DESCRIBED IN THE OFFER TO PURCHASE. The shares are listed and traded on the New York Stock Exchange (“NYSE”) under the symbol “EAT”. On September 25, 2006, the last full trading day before the Tender Offer was extended, the reported closing price of the shares on NYSE was $40.99 per share. We urge you to obtain current market quotations for the shares before deciding whether and at what purchase price or purchase prices to tender your shares....
mechanism = DUTCH...complete discussion where helpful. Who is offering to purchase my shares? Brinker International, Inc. What will be the purchase price for the shares and what will be the form of payment? We are conducting the Tender Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The lowest price that may be specified is $35.25. The prices that may be specified increase in increments of $0.25 up to $38.50, the highest price that may be specified. The price range for the Tender Offer i...
mechanism = DUTCH...m Sheet in the Original Offer to Purchase is hereby amended and supplemented by adding the following: What will be the purchase price for the shares and what will be the form of payment? We are conducting the Tender Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The lowest price that may be specified is $35.25. The prices that may be specified increase in increments of $0.25 up to $40.00 and the highest price that may be specified is $40.00. The price range for the T...
must_tender_all = True...ct to accept for payment, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase shares as follows: · first, all “odd lots” of less than 100 shares from holders who properly tender all of their shares at or below the purchase price determined in the Tender Offer and who do not properly withdraw them before the Expiration Time; · second, from all other shareholders who properly tender shares at or below the purchase price determined in the Tender Offer and who do not properly withdraw them before the Expiration Time, on a pro rata basi...
price = USD 35.25-38.5...ares. The lowest price that may be specified is $35.25. The prices that may be specified increase in increments of $0.25 up to $38.50, the highest price that may be specified. The price range for the Tender Offer is $35.25 to $38.50 per share. After the Tender Offer expires, we will look at the prices chosen by shareholders for all of the shares properly tendered and not properly withdrawn. We will then select the lowest purchase price that will al...
price = USD 35.25-40.0...est price that may be specified is $35.25. The prices that may be specified increase in increments of $0.25 up to $40.00 and the highest price that may be specified is $40.00. The price range for the Tender Offer is $35.25 to $40.00 per share. After the Tender Offer expires, we will look at the prices chosen by shareholders for all of the shares properly tendered and not properly withdrawn. We will then select the lowest purchase price that will al...
threshold = 100...es at or below the purchase price we determine. Odd Lots. The term “odd lots” means all shares properly tendered prior to the Expiration Time at prices at or below the purchase price determined in the Tender Offer and not properly withdrawn by any person (an “Odd Lot Holder”) who owns beneficially or of record fewer than 100 shares in the aggregate and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this priority, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd lots will be accepted for paymen...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 a06-18656_1ex99da1a.htm (A)(1)(A) OFFER TO PURCHASE Offer to Purchase for Cash Up to 11,688,311 Shares of its Common Stock at a Purchase Price Not Greater Than $38.50 nor Less Than $35.25 Per Share THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON SEPTEMBER 26, 2006, UNLESS THE TENDER OFFER IS EXTENDED. Brinker International, Inc., a...
txn_type = TENDER_OFFEREX-99.(A)(1)(K) 2 a06-20365_1ex99da1k.htm (A)(1)(K) SUPPLEMENT TO THE OFFER TO PURCHASE Supplement to the Offer to Purchase dated August 29, 2006 Brinker International, Inc. Has Decreased the Number of Shares It Is Offering to Purchase to Up to 11,250,000 Shares of its Common Stock and Has Increased the Purchase Price to Not Greater Than $40.00 Nor Less Than $35.25 Per Share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2006-08-29 | SC TO-I | original (governing) | View |
| 2006-09-28 | SC TO-I/A | amendment | View |