GP STRATEGIES CORP

election_required = True...ders should be aware that this election could mean that none of their Shares will be purchased if they check a box other than the box representing the price at or below the Final Purchase Price. In addition, odd lot holders who tender all of their Shares must complete the section entitled “Odd Lots” in the Letter of Transmittal to qualify for the preferential treatment available to odd lot holders as set forth in Section 1. Stockholders holding their Shares through a broker, dealer, commercial bank, trust company or other nominee must contact the nominee in order to tender their Shares. Stockholders who hold Shares through nominees are urged to consult their no...

expiry = 2014-09-29...TION Of Up to $80 Million in Value of Shares of its Common Stock At a Purchase Price Not Greater than $29.00 per Share Nor Less Than $26.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE DAY, 12:00 MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 29, 2014, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). GP Strategies Corporation, a Delaware corporation (the “Company,” “GP Strategies,” “we,” “our” or “us”), invites our stockholders to tend...

mechanism = DUTCH...overall plan to return capital to our stockholders and enhance stockholder value as we realize the potential of the strategic initiatives we are making in the business and deploy our capital resources and balance sheet to maximize return. We believe that the modified “Dutch auction” tender offer set forth in this Offer to Purchase represents an efficient mechanism to provide our stockholders with the opportunity to tender all or a portion of their Shares and, thereby, receive a return of some or all of their investment if they so elect. The Offer provides stockholders (particularly those who, because of the size of...

must_tender_all = True...r of Transmittal. Tendering stockholders should be aware that this election could mean that none of their Shares will be purchased if they check a box other than the box representing the price at or below the Final Purchase Price. In addition, odd lot holders who tender all of their Shares must complete the section entitled “Odd Lots” in the Letter of Transmittal to qualify for the preferential treatment available to odd lot holders as set forth in Section 1. Stockholders holding their Shares through a broker, dealer, commercial bank, trust company or other nominee must contact the nominee in order to tender their Shares....

price = USD 26.0-29.0...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 $26.00 to $29.00 per Share. We will select the lowest purchase price, not greater than $29.00 nor less than $26.00 per Share, that will allow us to purchase $80 million in value of Shares, based on the number of Shares tendered, or, if...

priority = True...the withdrawal of tendered plan Shares. These instructions will set an earlier deadline for directing to withdraw plan Shares for administrative reasons. 5 In what order will you purchase the tendered Shares? We will purchase Shares in the following order: • first, we will purchase all Shares properly tendered by any odd lot holder (holders of fewer than 100 Shares) at or below the Final Purchase Price and not properly withdrawn (please note that this preference does not apply to Shares held in the stock fund in the GP Retirement Savings Plan); • second, after the purchase of all of the Shares properly tendered by odd lot holders at or below the Final Purchase Price, subject to the conditional tend...

threshold = 100...as of August 29, 2014. If, based on the Final Purchase Price, more than $80 million in value of Shares are properly tendered and not properly withdrawn, we will purchase all Shares tendered at or below the Final Purchase Price on a pro rata basis, except for “odd lots” (of fewer than 100 Shares), which we will purchase on a priority basis. Notwithstanding the foregoing, you will not be entitled to the odd lots preference with respect to shares tendered under the GP Retirement Savings Plan. See Section 1.We expressly reserve the right to purchase additional Shares in the Offer, subject to applicable law. See Section 1. The Offer...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 c78605_99a1i.htm 3B2 EDGAR HTML -- c78600_preflight.htm Exhibit 99.(a)(1)(i) Offer to Purchase for Cash By GP STRATEGIES CORPORATION Of Up to $80 Million in Value of Shares of its Common Stock At a Purchase Price Not Greater than $29.00 per Share Nor Less Than $26.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE DAY, 12:00 MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 29, 2014, UNLESS THE O...

txn_type = TENDER_OFFER...per LLP (US) 6225 Smith Avenue Baltimore, Maryland 21209 (410) 580-3000 CALCULATION OF FILING FEE Transaction Valuation*: Amount of Filing Fee**: $80,000,000 $10,304 * Calculated solely for purposes of determining the filing fee. This amount is based upon the offer to purchase up to $80,000,000 in value of shares of common stock of GP Strategies Corporation at a price not greater than $29.00 and not less $26.00 per share in cash. ** The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $128.80 for each $1,000,000 of the value of...