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, 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; and • third, only if necessary to permit us to purch...

expiry = 2012-12-03...Cash by FBR & CO. of Up to 4,000,000 Shares of its Common Stock At a Purchase Price Not Less Than $3.00 and Not More Than $3.25 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 3, 2012, UNLESS WE EXTEND OR WITHDRAW THE TENDER OFFER. FBR & Co., a Virginia corporation (“we,” “us” or the “Company”), invites its stockholders to tender up to 4,000,000 shares of its common stock, $0.001 par value per share (the “shares”), for...

expiry = 2012-12-18...ecember 5, 2012 by FBR & CO. of Up to 4 Million Shares of its Common Stock At a Purchase Price Not Less Than $3.25 and Not More Than $3.50 THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 18, 2012, UNLESS THE TENDER OFFER IS FURTHER EXTENDED OR WITHDRAWN. The Depositary for the Tender Offer is: THE AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By Registered Mail, Certified Mail or First Class Mail: By Overnight Courier: By Hand: The...

listed = True...ock subject to applicable legal and regulatory 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 November 2, 2012, the last full trading day prior to the announcement of the tender offer, the last reported sale price of the shares was $2.98 per share. You are urged to obtain current market quotations for the shares. See Section 8. OUR BOARD OF DIRECTORS HAS APPROVED THE TENDER...

mechanism = DUTCH...fer to Purchase where you will find a more complete discussion. Who is offering to purchase my shares? We (FBR & Co.) are offering to purchase your shares. See Section 1. What will the purchase price for the shares be? We are conducting an offer by means of a modified “Dutch auction” to purchase for cash, upon the terms and subject to the conditions of the tender offer, up to 4,000,000 shares of our common stock pursuant to auction tenders at prices specified by the tendering stockholders of not less than $3.00 and not more than $3.25 per share, less any applicable withholding taxes and without interest, for each sh...

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 oversubscription 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...before the Expiration Date, the shares purchased first will consist of all shares tendered by any stockholder who owns, beneficially or of record, an aggregate of fewer than 100 shares and who tenders all of such shares. Even if you otherwise qualify for the “odd lot” preferential treatment, you will not receive such preferential treatment unless you complete the box captioned “Odd Lots.” 7. Signatures on Amended Letter of Transmittal; Stock Powers and Endorsements. (a) Exact Signatures. If this Amended Letter of Transmittal is signed by the registered holder(s) of the shares tendered hereby, the signature(s) must correspond with the name(s) as written on the fac...

price = USD 3.0-3.25...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 4,000,000 Shares of its Common Stock At a Purchase Price Not Less Than $3.00 and Not More Than $3.25 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 3, 2012, UNLESS WE EXTEND OR WITHDRAW THE TENDER OFFER. FBR & Co., a Virginia corpora...

price = USD 3.25-3.5...Stock Pursuant to the Offer to Purchase Dated November 5, 2012, as supplemented on December 5, 2012 by FBR & CO. of Up to 4 Million Shares of its Common Stock At a Purchase Price Not Less Than $3.25 and Not More Than $3.50 THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 18, 2012, UNLESS THE TENDER OFFER IS FURTHER EXTENDED OR WITHDRAWN. The Depositary for the Tender Of...

priority_conflicting = True...the Expiration Date more than 4,000,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law and regulation) 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 4...

threshold = 100...hase Price and not properly withdrawn. The 4,000,000 shares represent approximately 8.2% of our outstanding common stock as of November 1, 2012. If more than 4,000,000 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 and regulatory requirements. See Section 1. How will the Company pay for t...

threshold = 100...MPANYING INSTRUCTIONS CAREFULLY ODD LOTS (See Instruction 6) To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned: ¨ is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered. CONDITIONAL TENDER (See Instruction 14) A tendering stockholder may condition his, her or its tender of shares upon the Company purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares that you indic...

txn_type = TENDER_OFFEREX-99.A.1.I 2 d432744dex99a1i.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 4,000,000 Shares of its Common Stock At a Purchase Price Not Less Than $3.00 and Not More Than $3.25 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 3, 2012, UNLESS WE EXTEND OR WITHDRAW THE TENDER OFFER. FBR & Co., a Virg...

txn_type = TENDER_OFFEREX-99.A.1.VII 3 d446918dex99a1vii.htm EXHIBIT (A)(1)(VII) Exhibit (a)(1)(vii) Exhibit (a)(1)(vii) AMENDED LETTER OF TRANSMITTAL To Tender Shares of Common Stock Pursuant to the Offer to Purchase Dated November 5, 2012, as supplemented on December 5, 2012 by FBR & CO. of Up to 4 Million Shares of its Common Stock At a Purchase Price Not Less Than $3.25 and Not More Than $3.50 THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 18, 2012, UNLESS THE TENDER OFFER IS...