Odd Lot Index

H&R BLOCK INC HRB

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 date2015-10-02
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 $32.25 to $37.00 per share, in steps of $0.25
Most an odd-lot tender could be$3,192.75 to $3,663.00

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...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 H&R Block 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 our Board of Director...
expiry = 2015-10-02...BY H&R BLOCK, INC. UP TO $1,500,000,000 OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT LESS THAN $32.25 AND NOT GREATER THAN $37.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, OCTOBER 2, 2015, UNLESS THE OFFER IS EXTENDED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”). H&R Block, Inc., a Missouri corporation (“H&R Block,” the “Company,” “we” or “us”), invites our shareholders to tender shares of our common stock, no...
listed = True...outstanding Shares as of August 31, 2015. The Offer is not conditioned upon any minimum number of Shares being tendered. The Offer is, however, subject to other conditions, including the Financing Condition (as defined below). See Sections 7 and 9. The Shares are listed on the New York Stock Exchange (the “NYSE”) and trade under the symbol “HRB.” On August 31, 2015, the last full trading day prior to the day we announced our intention to make the Offer, the last reported sale price of the Shares was $34.02 per Share. On September 1, 2015, the last full trading day before we commenced the Offer, the last reported sale price of the Sha...
mechanism = DUTCH...ders, but is subject to certain other conditions, including the Financing Condition. See Sections 7 and 9. 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 $32.25 to $37.00 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...(e) News Release For Immediate Release: October 5, 2015 H&R BLOCK ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER KANSAS CITY, Mo. - H&R Block, Inc. (NYSE: HRB), the world’s largest consumer tax services provider, today announced the preliminary results of its “modified Dutch auction” tender offer, which expired at 5:00 P.M., New York City time, on Friday, October 2, 2015. Based on the preliminary count by the depositary for the tender offer, a total of approximately 48.8 million shares of H&R Block’s common stock were validly tendered and not validly withdrawn at or below $37.00 per share, including approximately 13...
mechanism = DUTCH...hibit (a)(5)(F) News Release For Immediate Release: October 8, 2015 H&R BLOCK ANNOUNCES FINAL RESULTS OF TENDER OFFER KANSAS CITY, Mo. - H&R Block, Inc. (NYSE: HRB), the world’s largest consumer tax services provider, today announced the final results of its “modified Dutch auction” tender offer, which expired at 5:00 P.M., New York City time, on Friday, October 2, 2015. Based on the final count by the depositary for the tender offer, H&R Block accepted for purchase approximately 40.5 million shares of H&R Block’s common stock at a purchase price of $37.00 per share, for a total cost of approximately $1.5 billion,...
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); • Second, after purchasing al...
price = USD 32.25-37.0....(1).(A) Table of Contents Exhibit (a)(1)(A) Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY H&R BLOCK, INC. UP TO $1,500,000,000 OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT LESS THAN $32.25 AND NOT GREATER THAN $37.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, OCTOBER 2, 2015, UNLESS THE OFFER IS EXTENDED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”...
price = USD 37.0...ctober 2, 2015. Based on the final count by the depositary for the tender offer, H&R Block accepted for purchase approximately 40.5 million shares of H&R Block’s common stock at a purchase price of $37.00 per share, for a total cost of approximately $1.5 billion, excluding fees and expenses related to the tender offer. The repurchased shares represent approximately 14.7% of H&R Block’s common stock outstanding as of September 30,...
threshold = 100...ares and not validly withdrawn them before the Expiration Time. 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. 7 Table of Contents 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 d35231dex99a1a.htm EX-99.(A).(1).(A) EX-99.(a).(1).(A) Table of Contents Exhibit (a)(1)(A) Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY H&R BLOCK, INC. UP TO $1,500,000,000 OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT LESS THAN $32.25 AND NOT GREATER THAN $37.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, OCTOBER 2, 2015, UNLESS THE OFFER IS EXTENDED (SUCH TIME, AS IT MAY BE EXT...
txn_type = TENDER_OFFEREX-99.(A)(5)(E) 2 d14677dex99a5e.htm EX-99.(A)(5)(E) EX-99.(a)(5)(E) Exhibit (a)(5)(e) News Release For Immediate Release: October 5, 2015 H&R BLOCK ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER KANSAS CITY, Mo. - H&R Block, Inc. (NYSE: HRB), the world’s largest consumer tax services provider, today announced the preliminary results of its “modified Dutch auction” tender offer, which expired at 5:00 P.M., New York City time, on Friday, October 2, 2015. Based on the preliminary count by the depositary for the tender offer, a tota...
txn_type = TENDER_OFFEREX-99.A.5.F 2 d77025dex99a5f.htm EX-99.A.5.F EX-99.A.5.F Exhibit (a)(5)(F) News Release For Immediate Release: October 8, 2015 H&R BLOCK ANNOUNCES FINAL RESULTS OF TENDER OFFER KANSAS CITY, Mo. - H&R Block, Inc. (NYSE: HRB), the world’s largest consumer tax services provider, today announced the final results of its “modified Dutch auction” tender offer, which expired at 5:00 P.M., New York City time, on Friday, October 2, 2015. Based on the final count by the depositary for the tender offer, H&R Block accepted...

The filings

FiledFormRoleOn EDGAR
2015-09-02SC TO-Ioriginal (governing)View
2015-10-05SC TO-I/AamendmentView
2015-10-08SC TO-I/AamendmentView