Fly Leasing Ltd
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.
| Status | Closed |
|---|---|
| Closing date | 2015-12-16 |
| 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 $12.70 to $14.25 per share, in steps of $0.05 |
| Most an odd-lot tender could be | $1,257.30 to $1,410.75 |
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...beneficially or of record, fewer than 100 Shares in the aggregate, you validly tender all of these Shares at or below the Purchase Price (including Shares tendered by Purchase Price Tender) and do not validly 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 Fly or its Board of Directors adopted a position on the Offer? Our Board of Directors has authorized us to make the Offer. However, none of the Company, our Board of Director...
expiry = 2015-12-16...CE OF ITS COMMON SHARES HELD IN THE FORM OF AMERICAN DEPOSITARY SHARES AT A PURCHASE PRICE NOT LESS THAN $12.70 AND NOT GREATER THAN $14.25 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 16, 2015, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”). Fly Leasing Limited, a Bermuda exempted company (“Fly,” the “Company,” “we” or “us”), invites our shareholders to tender our com...
listed = True...of our issued and outstanding Shares as of November 11, 2015. The Offer is not conditioned upon the receipt of financing or any minimum number of Shares being tendered. The Offer is, however, subject to a number of other conditions. See Section 6. The Shares are listed on the New York Stock Exchange (“NYSE”) and trade under the symbol “FLY.” On November 11, 2015, the last full trading day prior to the day we announced our intention to make the Offer, the closing price of the Shares was $13.15 per Share. On November 16, 2015, the last full trading day before we commenced the Offer, the closing price of the Shares was $13.57 per Share...
mechanism = DUTCH...umber of Shares being tendered by shareholders, but is subject to certain other conditions. See Section 6. 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 $12.70 to $14.25 per Share. You also may elect to make a Purchase Price Tender, meaning that you will accept the Purchase Price that we determine pursuant to the terms of the...
mechanism = DUTCH...EXHIBIT 99.(A)(5)(G) Exhibit (a)(5)(G) FLY Leasing Announces Preliminary Results of Tender Offer Dublin, Ireland, December 17, 2015 – Fly Leasing Limited (NYSE: FLY) (“FLY”), a global leader in aircraft leasing, today announced the preliminary results of its “modified Dutch auction” tender offer, which expired at 5:00 P.M., New York City time, on Wednesday, December 16, 2015. The tender offer was one component of FLY’s previously announced $100 million share repurchase program, which FLY intends to continue implementing through open market purchases or in privately negotiated transactions or otherwise, subject to m...
mechanism = DUTCH...x99-a5h.htm EXHIBIT 99.(A)(5)(H) Exhibit (a)(5)(H) FLY Leasing Announces Final Results of Tender Offer Dublin, Ireland, December 22, 2015 – Fly Leasing Limited (NYSE: FLY) (“FLY”), a global leader in aircraft leasing, today announced the final results of its “modified Dutch auction” tender offer, which expired at 5:00 P.M., New York City time, on Wednesday, December 16, 2015. The tender offer was one component of FLY’s previously announced $100 million share repurchase program, which FLY intends to continue implementing through open market purchases or in privately negotiated transactions or otherwise, subject to m...
must_tender_all = True...dly tendered at or below the Purchase Price and not validly withdrawn, we will purchase Shares in the following order of priority: • First, we will purchase all Odd Lots (as defined in Section 1) of less than 100 Shares at the Purchase Price from shareholders who validly tender all of their Shares at or below the Purchase Price (including Shares tendered by Purchase Price Tender) and who do not validly withdraw them before the Expiration Time (tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference), and • Second, after purchasin...
price = USD 12.7-14.25...R TO PURCHASE FOR CASH BY FLY LEASING LIMITED UP TO $75,000,000 IN AGGREGATE PURCHASE PRICE OF ITS COMMON SHARES HELD IN THE FORM OF AMERICAN DEPOSITARY SHARES AT A PURCHASE PRICE NOT LESS THAN $12.70 AND NOT GREATER THAN $14.25 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 16, 2015, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE AND TIME, AS IT MAY BE EXTE...
price = USD 13.95...e tendering agent for the tender offer, FLY accepted for purchase approximately 5,376,344 of FLY’s common shares held in the form of American Depositary Shares (the “Shares”) at a purchase price of $13.95 per Share, for a total cost of approximately $75,000,000, excluding fees and expenses related to the tender offer. The repurchased Shares represent approximately 13.1% of FLY’s outstanding Shares as of December 21, 2015. The tend...
threshold = 100...ch greater value of Shares as we may elect to purchase, subject to applicable law). Therefore, we may not purchase all of the Shares that you tender even if you tender them at or below the Purchase Price or by Purchase Price Tender. 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 validly tender all of these Shares at or below the Purchase Price (including Shares tendered by Purchase Price Tender) and do not validly withdraw them before the Expiration Time, and you compl...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 s001112x1_exa1-a.htm EXHIBIT 99.(A)(1)(A) Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY FLY LEASING LIMITED UP TO $75,000,000 IN AGGREGATE PURCHASE PRICE OF ITS COMMON SHARES HELD IN THE FORM OF AMERICAN DEPOSITARY SHARES AT A PURCHASE PRICE NOT LESS THAN $12.70 AND NOT GREATER THAN $14.25 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, DECE...
txn_type = TENDER_OFFEREX-99.(A)(5)(G) 2 s001140x1_ex99a5g.htm EXHIBIT 99.(A)(5)(G) Exhibit (a)(5)(G) FLY Leasing Announces Preliminary Results of Tender Offer Dublin, Ireland, December 17, 2015 – Fly Leasing Limited (NYSE: FLY) (“FLY”), a global leader in aircraft leasing, today announced the preliminary results of its “modified Dutch auction” tender offer, which expired at 5:00 P.M., New York City time, on Wednesday, December 16, 2015. The tender offer was one component of FLY’s previously an...
txn_type = TENDER_OFFEREX-99.(A)(5)(H) 2 s001144x2_ex99-a5h.htm EXHIBIT 99.(A)(5)(H) Exhibit (a)(5)(H) FLY Leasing Announces Final Results of Tender Offer Dublin, Ireland, December 22, 2015 – Fly Leasing Limited (NYSE: FLY) (“FLY”), a global leader in aircraft leasing, today announced the final results of its “modified Dutch auction” tender offer, which expired at 5:00 P.M., New York City time, on Wednesday, December 16, 2015. The tender offer was one component of FLY’s previously announce...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2015-11-17 | SC TO-I | original (governing) | View |
| 2015-12-17 | SC TO-I/A | amendment | View |
| 2015-12-22 | SC TO-I/A | amendment | View |