FBR & Co.

election_required = True...dered shares on the basis set forth below: • first, we will purchase all shares tendered by all holders of “odd lots” (as defined below) who: (1) tender all shares owned beneficially or of record (partial tenders will not qualify for this preference); and (2) complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. -13- Table of Contents • second, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below. • third, only if necessary...

election_required = True...dered shares on the basis set forth below: • first, we will purchase all shares tendered by all holders of “odd lots” (as defined below) who: (1) tender all shares owned beneficially or of record (partial tenders will not qualify for this preference); and (2) 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 tender provisions described in Section 6, we will purchase all other shares tendered on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below. • third, only if necessary to permit us to purcha...

expiry = 2011-08-29...bit (a)(1)(i) Offer to Purchase for Cash by FBR & CO. of Up to 5,000,000 Shares of its Common Stock At a Purchase Price of $3.05 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 29, 2011, UNLESS WE EXTEND THE TENDER OFFER. FBR & Co., a Virginia corporation (“we,” “us” or the “Company”), invites its stockholders to tender up to 5,000,000 shares of its common stock, $0.001 par value per share, for purchase by the Company at...

expiry = 2011-08-29...ffer to Purchase for Cash by FBR & CO. of Up to 6,000,000 Shares of its Common Stock At a Purchase Price Between $2.55 and $2.75 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 29, 2011, UNLESS WE EXTEND THE TENDER OFFER. FBR & Co., a Virginia corporation (“we,” “us” or the “Company”), invites its stockholders to tender up to 6,000,000 shares of its common stock, $0.001 par value per share, for purchase by the Company at...

listed = True...f our common stock subject to applicable legal requirements. See Section 1. THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7. Our shares are listed and traded on the NASDAQ Global Select Market under the trading symbol “FBRC.” On August 1, 2011, the last full trading day before the announcement of the tender offer, the last reported sale price of the shares was $2.93 per share. You are urged to obtain current market quotations for the shares. See Section 8. OUR BOARD OF DIRECTORS HAS APPROVED THE TENDER OFF...

listed = True...f our common stock subject to applicable legal requirements. See Section 1. THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7. Our shares are listed and traded on the NASDAQ Global Select Market under the trading symbol “FBRC.” On August 1, 2011, the last full trading day before we first announced the fixed price tender offer on August 2, 2011, the last reported sale price of the shares was $2.93 per share, and on August 12, 2011, the last full trading day before we announced the amended terms of the tender...

mechanism = DUTCH...FBR announced a self-tender to purchase up to 5,000,000 shares, or about 8%, of its outstanding common stock, at a price of $3.05 per share. However, in view of recent financial market conditions, FBR is amending the terms of the tender offer to provide for a modified “Dutch auction” tender offer to purchase up to 6,000,000 shares, or about 10% of its outstanding common stock, at a price between $2.55 and 2.75. Under the tender offer, FBR stockholders will have the ability to tender all or a portion of their shares at a price per share of not less than $2.55 and not more than $2.75. Based on the number of shares ten...

mechanism = FIXEDEX-99.A.1.I 2 dex99a1i.htm EXHIBIT (A)(1)(I) Exhibit (a)(1)(i) Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash by FBR & CO. of Up to 5,000,000 Shares of its Common Stock At a Purchase Price of $3.05 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 29, 2011, UNLESS WE EXTEND THE TENDER OFFER. FBR & Co., a Virginia corporation (“we,” “us” or the “Company”), invites its stockholders to tender up to 5,000,000 shares of its common stock, $0.001 par value per share,...

mechanism = DUTCH...ES REGISTERED IN THE NAME OF A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE, YOU MUST PROPERLY COMPLETE AND DULY EXECUTE THE LETTER OF TRANSMITTAL. AS A RESULT IN THE CHANGE IN THE STRUCTURE OF THE TENDER OFFER FROM A FIXED PRICE OFFER TO A MODIFIED “DUTCH AUCTION,” ANY TENDERS SUBMITTED AS FIXED PRICE OFFERS UNDER THE ORIGINAL TERMS OF THE OFFER WILL BE INVALIDATED. THEREFORE, STOCKHOLDERS WHO TENDERED SHARES UNDER THE ORIGINAL TERMS AND WHO STILL WISH TO PARTICIPATE IN THE TENDER OFFER AS MODIFIED WILL NEED TO RE-TENDER THEIR SHARES IN ACCORDANCE WITH THE INSTRUCTIONS IN THIS OFFER TO PURCHASE A...

must_tender_all = True...been tendered under the procedure for book-entry transfer set forth in Section 3. See Section 4. In what order will you purchase the tendered shares? We will purchase shares: • first, from all stockholders of “odd lots” (persons who own less than 100 shares) who properly tender all of their shares and do not properly withdraw them before the expiration of the tender offer; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis from all other stockholders who properly tender shares and do not properly withdraw them before the expiration of the tender offer; and • third, only if necessary...

must_tender_all = True...been tendered under the procedure for book-entry transfer set forth in Section 3. See Section 4. In what order will you purchase the tendered shares? We will purchase shares: • first, from all stockholders of “odd lots” (persons who own less than 100 shares) who properly tender all of their shares and do not properly withdraw them before the expiration of the tender offer; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis from all other stockholders who properly tender shares and do not properly withdraw them before the expiration of the tender offer; and • third, only if necessary...

no_priority = True...TTER OF TRANSMITTAL MAY BE SUBJECT TO U.S. FEDERAL INCOME TAX BACKUP WITHHOLDING ON THE GROSS PROCEEDS PAID TO THE STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE TENDER OFFER. SEE SECTION 3. 6. Conditional Tender of Shares. Subject to the exception for holders of odd lots, in the event of an over-subscription of the tender offer, shares tendered prior to the Expiration Date will be subject to proration. See Section 1. As discussed in Section 13, the number of shares to be purchased from a particular stockholder may affect the U.S. federal income tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. Accordingly, a stockholder may tender shares subject to the condition that a specified minimum...

no_priority = True...TTER OF TRANSMITTAL MAY BE SUBJECT TO U.S. FEDERAL INCOME TAX BACKUP WITHHOLDING ON THE GROSS PROCEEDS PAID TO THE STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE TENDER OFFER. SEE SECTION 3. 6. Conditional Tender of Shares. Subject to the exception for holders of odd lots, in the event of an over-subscription of the tender offer, shares tendered prior to the Expiration Date will be subject to proration. See Section 1. As discussed in Section 13, the number of shares to be purchased from a particular stockholder may affect the U.S. federal income tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. Accordingly, a stockholder may tender shares subject to the condition that a specified minimum...

price = USD 2.55-2.75...common stock, at a price between $2.55 and 2.75. Under the tender offer, FBR stockholders will have the ability to tender all or a portion of their shares at a price per share of not less than $2.55 and not more than $2.75. Based on the number of shares tendered and the prices specified by the tendering stockholders, FBR will determine the single per share price within the specified range that will allow it to buy six million shares or su...

price = USD 3.05...I 2 dex99a1i.htm EXHIBIT (A)(1)(I) Exhibit (a)(1)(i) Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash by FBR & CO. of Up to 5,000,000 Shares of its Common Stock At a Purchase Price of $3.05 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 29, 2011, UNLESS WE EXTEND THE TENDER OFFER. FBR & Co., a Virginia corporation (“we,” “us” or the...

price = USD 2.55-2.75...ibit (a)(1)(vi) Table of Contents Exhibit (a)(1)(vi) Amended and Restated Offer to Purchase for Cash by FBR & CO. of Up to 6,000,000 Shares of its Common Stock At a Purchase Price Between $2.55 and $2.75 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 29, 2011, UNLESS WE EXTEND THE TENDER OFFER. FBR & Co., a Virginia corporation (“we,” “us” or the...

priority_conflicting = True...R OFFER. If, at the Expiration Date more than 5,000,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn, we will buy shares in the following order of priority: • first, from all holders of “odd lots” (holders of fewer than 100 shares) who properly tender all their shares and do not properly withdraw them before the Expiration Date; • second, on a pro rata basis from all other stockholders who properly tender shares, other than stockholders who tender conditionally and whose conditions are not satisfied; and • third, only if necessary to permit us to purchase 5...

priority_conflicting = True...R OFFER. If, at the Expiration Date more than 6,000,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn, we will buy shares in the following order of priority: • first, from all holders of “odd lots” (holders of fewer than 100 shares) who properly tender all their shares and do not properly withdraw them before the Expiration Date; • second, on a pro rata basis from all other stockholders who properly tender shares, other than stockholders who tender conditionally and whose conditions are not satisfied; and • third, only if necessary to permit us to purchase 6...

threshold = 100...are properly tendered and not withdrawn. The 5,000,000 shares represent approximately 8.2% of our outstanding common stock as of August 2, 2011. If more than 5,000,000 shares are tendered, all shares tendered will be purchased on a pro rata basis, except for “odd lots” (lots held by owners of fewer than 100 shares), which will be purchased on a priority basis. The tender offer is not conditioned on any minimum number of shares being tendered. See Section 7. We also expressly reserve the right, in our sole discretion, to purchase additional shares subject to applicable legal requirements. See Section 1. How will the Company pay for the shares? We w...

threshold = 100...ow the Purchase Price and not withdrawn. The 6,000,000 shares represent approximately 10% of our outstanding common stock as of August 16, 2011. If more than 6,000,000 shares are tendered, all shares tendered will be purchased on a pro rata basis, except for “odd lots” (lots held by owners of fewer than 100 shares), which will be purchased on a priority basis. The tender offer is not conditioned on any minimum number of shares being tendered. See Section 7. We also expressly reserve the right, in our sole discretion, to purchase additional shares subject to applicable legal requirements. See Section 1. How will the Company pay for the shares? We w...

txn_type = TENDER_OFFER...urchase up to 5,000,000 shares, or about 8%, of its outstanding common stock, at a price of $3.05 per share. However, in view of recent financial market conditions, FBR is amending the terms of the tender offer to provide for a modified “Dutch auction” tender offer to purchase up to 6,000,000 shares, or about 10% of its outstanding common stock, at a price between $2.55 and 2.75. Under the tender offer, FBR stockholders will have the ability to tender all or a portion of their shares at a price per share of not less than $2.55 and not more than $2.75. Based on the number of shares tendered and the prices speci...

txn_type = TENDER_OFFEREX-99.A.1.I 2 dex99a1i.htm EXHIBIT (A)(1)(I) Exhibit (a)(1)(i) Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash by FBR & CO. of Up to 5,000,000 Shares of its Common Stock At a Purchase Price of $3.05 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 29, 2011, UNLESS WE EXTEND THE TENDER OFFER. FBR & Co., a Virginia corporation (“we,” “us” or the “Company”),...

txn_type = TENDER_OFFEREX-99.A.1.VI 2 dex99a1vi.htm EXHIBIT (A)(1)(VI) Exhibit (a)(1)(vi) Table of Contents Exhibit (a)(1)(vi) Amended and Restated Offer to Purchase for Cash by FBR & CO. of Up to 6,000,000 Shares of its Common Stock At a Purchase Price Between $2.55 and $2.75 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 29, 2011, UNLESS WE EXTEND THE TENDER OFFER. FBR & Co., a Virginia corporation (“we,” “us” or t...