FBR & Co.
No odd-lot preference
Unclear — read the filing yourself
This offer mentions odd lots only to say they get no special treatment. Odd-lot tenders are prorated like everyone else's.
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 | 2014-08-20 |
| 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 $28.00 to $29.00 per share |
| Most an odd-lot tender could be | $2,772.00 to $2,871.00 |
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...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 = 2014-08-20...ash by FBR & CO. of Up to 1,000,000 Shares of its Common Stock At a Purchase Price Not Less Than $28.00 and Not More Than $29.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 20, 2014, 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 1,000,000 shares of its common stock, $0.001 par value per share (the “shares”), for...
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 July 21, 2014, the last full trading day prior to the announcement of the tender offer, the last reported sale price of the shares was $25.30 per share. You are urged to obtain current market quotations for the shares. See Section 8. OUR BOARD OF DIRECTORS HAS APPROVED THE TENDER O...
mechanism = DUTCH...br.com Media: Shannon Hawkins at 703.469.1190 or shawkins@fbr.com FBR & CO. ANNOUNCES FINAL RESULTS OF SELF-TENDER OFFER ARLINGTON, Va., August 27, 2014 (GLOBE NEWSWIRE) -- FBR & Co. (Nasdaq: FBRC) today announced the final results of its previously announced modified "Dutch auction" tender offer to purchase up to 1,000,000 shares of its common stock at a price no less than $28.00 and no more than $29.00 per share, which expired at 12:00 midnight, New York City time, on Wednesday, August 20, 2014. FBR has accepted for purchase 1,201,897 shares of its common stock at a purchase price of $28.00 per share. Included wit...
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 1,000,000 shares of our common stock pursuant to auction tenders at prices specified by the tendering stockholders of not less than $28.00 and not more than $29.00 per share, less any applicable withholding taxes and without interest, for each...
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...
price = USD 28.0...than $29.00 per share, which expired at 12:00 midnight, New York City time, on Wednesday, August 20, 2014. FBR has accepted for purchase 1,201,897 shares of its common stock at a purchase price of $28.00 per share. Included within the shares accepted for purchase are 201,897 additional common shares that FBR elected to purchase pursuant to its option to increase the size of the offering by up to 2% of the outstanding shares of FB...
price = USD 28.0-29.0...1dex99a1i.htm EX-99.A.1.I EX-99.a.1.i Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash by FBR & CO. of Up to 1,000,000 Shares of its Common Stock At a Purchase Price Not Less Than $28.00 and Not More Than $29.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 20, 2014, UNLESS WE EXTEND OR WITHDRAW THE TENDER OFFER. FBR & Co., a Virginia corporat...
priority_conflicting = True...the Expiration Date more than 1,000,000 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 1...
threshold = 100...urchase Price and not properly withdrawn. The 1,000,000 shares represent approximately 9.9% of our outstanding common stock as of July 18, 2014. If more than 1,000,000 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...
txn_type = TENDER_OFFER...703.469.1190 or shawkins@fbr.com FBR & CO. ANNOUNCES FINAL RESULTS OF SELF-TENDER OFFER ARLINGTON, Va., August 27, 2014 (GLOBE NEWSWIRE) -- FBR & Co. (Nasdaq: FBRC) today announced the final results of its previously announced modified "Dutch auction" tender offer to purchase up to 1,000,000 shares of its common stock at a price no less than $28.00 and no more than $29.00 per share, which expired at 12:00 midnight, New York City time, on Wednesday, August 20, 2014. FBR has accepted for purchase 1,201,897 shares of its common stock at a purchase price of $28.00 per share. Included within the shares accepted fo...
txn_type = CONSOLIDATION...the trading symbol “FBRC.” The following table sets forth, for each of the periods indicated, the high and low closing sales prices of the shares as reported on the NASDAQ Global Select Market (adjusted for the Company’s February, 2013, 1 for 4 stock split) (“Reverse Stock Split”). FBR & CO. Market Price High Low 2012 First Quarter $ 11.04 $ 8.00 Second Quarter 12.00 9.44 Third Quarter 13.88 10.68 Fourth Quarter 15.76 11.48 2013 First Quarter $ 19.23 $ 15.24 Second Quarter 25.80 17.71 Third Quarter 30.75 25.78 Fourth Quarter 29.78 24.57 2014 First Quarter $ 27.69 $ 23.40 Second Quarter 28.04 24.69 Third Quarter...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2014-07-24 | SC TO-I | original (governing) | View |
| 2014-08-27 | SC TO-I/A | amendment | View |