FBL FINANCIAL GROUP INC
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.
| Status | Closed |
|---|---|
| Closing date | 2012-03-27 |
| 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 |
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...00 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 prior to the Expiration Date and you complete the section entitled "Odd Lots" in the Letter of Transmittal, and if applicable, in the Notice of Guaranteed Delivery, and all conditions to the Offer are satisfied or waived, we will purchase all of your Shares without subjecting them to proration. See Section 1. Once I have tendered Shares in the Offer, can I withdraw my tender? Yes. You may withdraw your tendered Shares at any time prior to the...
expiry = 2012-03-27...hase for Not More than $140,000,000 in Cash of its Class A Common Stock at a Purchase Price of Not Greater Than $35.00 Nor Less Than $33.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 27, 2012, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). FBL Financial Group, Inc., an Iowa corporation (the "Company," "FBL," "we" or "us"), is offering to purchase for cash up to $140,000,000...
listed = True...nto Shares at the option of the holder of Class B Shares. 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 "FFG." On February 24, 2012, the last full trading day prior to the announcement of the Offer, the reported closing price of the Shares on the NYSE was $32.97 per Share. You are urged to obtain current market quotations for the Shares before deciding whether, and at what price or prices, to tender...
mechanism = DUTCH...erm sheet. Who is offering to purchase my Shares? FBL Financial Group, Inc., which we refer to as the "Company," "FBL," "we" or "us." What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting an offer by means of a modified "Dutch Auction" to purchase for cash up to $140,000,000 of our Class A Common Stock, without par value (the "Shares") pursuant to (1) auction tenders at prices specified by the tendering shareholders of not greater than $35.00 nor less than $33.00 per Share ("Auction Tenders"), or (2) purchase price tenders ("Purchase Price Tenders"), in either case up...
must_tender_all = True...erly tendered at or below the Purchase Price and not properly withdrawn prior to the Expiration Date would result in an aggregate purchase price of more than $140,000,000, we will purchase Shares: •First, from all holders of "odd lots" of less than 100 Shares who properly tender all of their Shares at or below the Purchase Price, and do not properly withdraw them prior to the Expiration Date; •Second, from all other shareholders who properly tender Shares at or below the Purchase Price, on a pro rata basis, with appropriate adjustments to avoid the purchase of fractional Shares (except for shareholders who tendered Shares condition...
priority = True...mum purchase price pursuant to the Offer) and shareholders properly tendering Shares pursuant to Purchase Price Tenders can reasonably expect to have such Shares purchased at the Purchase Price if any Shares are purchased pursuant to the Offer (subject to the provisions relating to "odd lot" priority, proration and conditional tender). The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of offers to sell Shares would not be in compliance with the laws of that jurisdiction. In any jurisdiction where the securities, blue sky or other...
threshold = 100...ified number of Shares, it is possible that none of those Shares will be purchased. Odd Lots. The term "Odd Lots" means all Shares properly tendered prior to the Expiration Date at prices at or below the Purchase Price and not properly withdrawn by any person who owned, beneficially or of record, a total of fewer than 100 Shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (an "Odd Lot Holder"). To qualify for this preference, 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...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 a2207629zex-99_a1a.htm EX-99.(A)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Not More than $140,000,000 in Cash of its Class A Common Stock at a Purchase Price of Not Greater Than $35.00 Nor Less Than $33.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 27, 2012, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, TH...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2012-02-28 | SC TO-I | original (governing) | View |