Odd Lot Index

CRA INTERNATIONAL, INC. CRAI

Odd lots go first

Read automatically from the filing
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 date2016-03-21
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 $18.00 to $19.75 per share, in steps of $0.25
Most an odd-lot tender could be$1,782.00 to $1,955.25

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...0 shares and I tender all of my 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 before the tender offer expires and you complete the section entitled "Odd Lots" in the letter of transmittal, and, if applicable, the notice of guaranteed delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. What will be the form of payment of the purchase price? If we purchase your shares in the tender offer, we will pay the purchase price, net to you in cash, less any applicable with...
expiry = 2016-03-21...ONAL, INC. UP TO $30,000,000 IN VALUE OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT LESS THAN $18.00 NOR GREATER THAN $19.75 PER SHARE THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON MARCH 21, 2016, UNLESS THE TENDER OFFER IS EXTENDED. CRA International, Inc., a Massachusetts corporation ("CRA," "we" or "us"), is offering to purchase for cash up to $30,000,000 in value of shares of our common stock, no par value per share, upon the t...
listed = True...ept for purchase because of proration provisions or conditional tenders. We will return any shares we do not purchase in the tender offer to the tendering shareholders at our expense promptly after the expiration of the tender offer. See Section 1. The shares are listed on the NASDAQ Global Select Market, which we refer to as Nasdaq, under the ticker symbol "CRAI". We publicly announced our intention to commence the tender offer on February 22, 2016. On February 19, 2016, the last full trading day before the announcement of the tender offer, the reported closing price of the shares on Nasdaq was $17.14 per share. We urge you to obtain cu...
mechanism = DUTCH...we reserve the right, in our sole discretion, to purchase additional shares in the tender offer, subject to applicable law. See Section 1. What will be the purchase price for the shares? We are conducting the tender offer through a procedure commonly called a modified "Dutch Auction." This procedure allows you to select the price per share (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 tender offer is $18.00 to $19.75 per share. We will determine the purchase price that we will pay per share promptly after the expiration of the tend...
must_tender_all = True...any of the holder's shares are purchased in the tender offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares. Because of the "odd lot" priority, proration and conditional tender provisions described above, we may not purchase all of the shares tendered pursuant to the tender offer even if the shares are tendered at or below the purchase price. See Section 1, Section 5 and Section 6, respectively, for additional information concerning priority,...
price = USD 18.0-19.75...h Auction." This procedure allows you to select the price per share (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 tender offer is $18.00 to $19.75 per share. We will determine the purchase price that we will pay per share promptly after the expiration of the tender offer. The purchase price will be the lowest price at which, based on the number of shares tendered...
priority = True...uch greater amount as we may elect to purchase, subject to applicable law, have been properly tendered at prices at or below the purchase price and not properly withdrawn prior to the expiration date, we will purchase properly tendered shares in the following order of priority: First, we will purchase all shares tendered by all holders of "odd lots" (fewer than 100 shares) who: • tender all shares owned beneficially or of record (partial tenders will not qualify for this preference) at a price at or below the purchase price selected by us; and • complete the section entitled "Odd Lots" in the letter of transmittal and, if applicable, in the notice of guaranteed delivery. Second, subject to the cond...
threshold = 100...en properly tendered at prices at or below the purchase price and not properly withdrawn prior to the expiration date, we will purchase properly tendered shares in the following order of priority: First, we will purchase all shares tendered by all holders of "odd lots" (fewer than 100 shares) who: • tender all shares owned beneficially or of record (partial tenders will not qualify for this preference) at a price at or below the purchase price selected by us; and • complete the section entitled "Odd Lots" in the letter of transmittal and, if applicable, in the notice of guaranteed delivery. Second, subject to the conditional...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 a2227436zex-99_a1a.htm EX-99.(A)(1)(A) Use these links to rapidly review the document TABLE OF CONTENTS Exhibit 99 (a)(1)(A) OFFER TO PURCHASE FOR CASH by CRA INTERNATIONAL, INC. UP TO $30,000,000 IN VALUE OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT LESS THAN $18.00 NOR GREATER THAN $19.75 PER SHARE THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON MARCH 21, 2016, UNLESS THE TENDER OFFER IS EXTENDED. CRA International,...

The filings

FiledFormRoleOn EDGAR
2016-02-22SC TO-Ioriginal (governing)View