Odd Lot Index

Fidelity National Financial, Inc. FNF

Terms unclear

Unclear — read the filing yourself
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 date2015-03-20
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 $14.30 to $15.40 per share, in steps of $0.05
Most an odd-lot tender could be$1,415.70 to $1,524.60

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...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 and do not properly withdraw them before the Expiration Time, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure. See Section 1. Has FNF or its Board of Directors adopted a position on the Offer? Our Board of Directors has authorized us to make the Offer. However, neither we nor the Board of Directors, the...
expiry = 2015-03-20...85,000,000 are properly tendered and not properly withdrawn, we will buy all Shares properly tendered and not properly withdrawn (upon the terms and subject to the conditions of the Offer). The term “Expiration Time” means 12:00 midnight, New York City time, at the end of Friday, March 20, 2015. We may, in our sole discretion, extend the period of time during which the Offer will remain open. In the event of an extension, the term “Expiration Time” will refer to the latest time and date at which the Offer, as so extended by us, w...
listed = True...cumstances, in each case, as of February 20, 2015, the last trading day before we commenced the Offer. The Offer is not conditioned upon any minimum number of Shares being tendered. The Offer is, however, subject to other conditions. See Section 7. The Shares are listed on the New York Stock Exchange (the “NYSE”) and trade under the symbol “FNFV.” On February 20, 2015, the last full trading day before we commenced the Offer, the last reported sale price of the Shares was $14.32 per Share. Stockholders are urged to obtain current market quotations for the Shares before deciding whether to tender their Shares. See Section 8. If you hav...
mechanism = DUTCH...hares being tendered by stockholders, but the Offer is subject to certain other conditions. See Section 7. What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting this Offer through a procedure commonly called a “modified Dutch auction.” This procedure allows you to select the price within a price range specified by us at which you are willing to sell your Shares. The price range for the Offer is $14.30 to $15.40 per Share. You may also elect to make a Purchase Price Tender, meaning that you will accept the Purchase Price that we determine. Shares tendered pursuant to...
mechanism = DUTCHEX-99.(A)(5)(D) 2 d894350dex99a5d.htm EX-99.(A)(5)(D) EX-99.(a)(5)(D) Exhibit (a)(5)(D) FNFV Announces Preliminary Results of Modified Dutch Auction Tender Offer Jacksonville, Fla. — (March 23, 2015) – Fidelity National Financial Ventures (NYSE:FNFV), a tracking stock established to highlight the inherent value of the portfolio companies of Fidelity National Financial, Inc. (“FNF”), today announced the preliminary results of its modified Dutch auction tender for the purchase of up to...
mechanism = DUTCHEX-99.A.5.E 2 d894355dex99a5e.htm EX-99.A.5.E EX-99.A.5.E Exhibit (a)(5)(E) FNFV Announces Final Results of Modified Dutch Auction Tender Offer Jacksonville, Fla. – (March 26, 2015) – Fidelity National Financial Ventures (NYSE:FNFV), a tracking stock established to highlight the inherent value of the portfolio companies of Fidelity National Financial, Inc. (“FNF”), today announced the final results of its modified Dutch auction tender for the purchase of up to $185...
must_tender_all = True...are properly tendered and not properly withdrawn, subject to all the aforementioned conditions, we will purchase Shares in the following order of priority: • First, we will purchase all Odd Lots of less than 100 Shares at the Purchase Price from stockholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Time (tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder will not qualify for this preference); • Second, after purchasing all the Odd Lots that were properly tendered at or below the Purchase Price, sub...
price = USD 14.3-15.4...ice Tender. After the Expiration Time, we will, upon the terms and subject to the conditions of the Offer, determine a single price per Share (the “Purchase Price”), which will be not less than $14.30 and not more than $15.40 per Share, that we will pay for Shares validly tendered in the Offer and not validly withdrawn. The Purchase Price will be the lowest price per Share of not less than $14.30 and not more than $15.40 that will enable the...
threshold = 100...ly tendered all of their Shares and not properly withdrawn them before the Expiration Time. v Table of Contents Therefore, we may not purchase all of the Shares that you tender even if you tender them at or below the Purchase Price. See Sections 1 and 6. If I own fewer than 100 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 and do not properly withdraw them before the Expiration Time, and you complete the section entitled “Odd Lots” in the Letter o...
txn_type = TENDER_OFFEREX-99.A.1.A 2 d877831dex99a1a.htm EX-99.A.1.A EX-99.A.1.A Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY FIDELITY NATIONAL FINANCIAL, INC. UP TO $185,000,000 OF SHARES OF ITS FNFV GROUP COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $15.40 NOR LESS THAN $14.30 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF FRIDAY, MARCH 20, 2015, UNLESS THE OFFER IS...
txn_type = TENDER_OFFEREX-99.(A)(5)(D) 2 d894350dex99a5d.htm EX-99.(A)(5)(D) EX-99.(a)(5)(D) Exhibit (a)(5)(D) FNFV Announces Preliminary Results of Modified Dutch Auction Tender Offer Jacksonville, Fla. — (March 23, 2015) – Fidelity National Financial Ventures (NYSE:FNFV), a tracking stock established to highlight the inherent value of the portfolio companies of Fidelity National Financial, Inc. (“FNF”), today announced the preliminary results of its modified Dutch auction tender for the purchase of up to $185 million...
txn_type = TENDER_OFFEREX-99.A.5.E 2 d894355dex99a5e.htm EX-99.A.5.E EX-99.A.5.E Exhibit (a)(5)(E) FNFV Announces Final Results of Modified Dutch Auction Tender Offer Jacksonville, Fla. – (March 26, 2015) – Fidelity National Financial Ventures (NYSE:FNFV), a tracking stock established to highlight the inherent value of the portfolio companies of Fidelity National Financial, Inc. (“FNF”), today announced the final results of its modified Dutch auction tender for the purchase of up to $185 million of FN...

The filings

FiledFormRoleOn EDGAR
2015-02-23SC TO-Ioriginal (governing)View
2015-03-23SC TO-I/AamendmentView
2015-03-26SC TO-I/AamendmentView