HEALTHCARE TRUST OF AMERICA, INC. HR
Odd lots go first
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 | 2012-07-18 |
| How it is priced | Dutch auction |
| Odd-lot threshold | — |
| Must tender everything you hold | Yes |
| Must tick the odd-lot box on the form | Yes |
| Price offered | USD $9.84 per share |
| Most an odd-lot tender could be | $974.16 |
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...ll of my Class A Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Class A Shares in the aggregate, you properly tender all of these Class A Shares at or below the Purchase Price prior to the Expiration Date and you complete the section entitled “Odd Lots” in the Letter of Transmittal, and if applicable, in the Notice of Guaranteed Delivery, and all conditions to the Offer are satisfied or waived, we will purchase all of your Class A Shares without subjecting them to proration. See Section 1. Once I have tendered Class A Shares in the Offer, can I withdraw my tender? Yes. You may withdraw your tendered Class A Shares...
election_required = True...ll of my Class A Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Class A Shares in the aggregate, you properly tender all of these Class A Shares at or below the Purchase Price prior to the Expiration Date and you complete the section entitled “Odd Lots” in the Letter of Transmittal, and if applicable, in the Notice of Guaranteed Delivery, and all conditions to the Offer are satisfied or waived, we will purchase all of your Class A Shares without subjecting them to proration. See Section 1. Once I have tendered Class A Shares in the Offer, can I withdraw my tender? Yes. You may withdraw your tendered Class A Shares...
expiry = 2012-07-18...to $150,000,000 in Value of Shares of its Class A Common Stock at a Purchase Price of Not Greater Than $10.50 Nor Less Than $10.10 Per Class A Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON JULY 18, 2012, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH TIME AND DATE, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). Healthcare Trust of America, Inc., a Maryland corporation (the “Company,” “HTA,” “we” or “us”), is offering to purchase for ca...
expiry = 2012-07-18...to $150,000,000 in Value of Shares of its Class A Common Stock at a Purchase Price of Not Greater Than $10.50 Nor Less Than $10.10 Per Class A Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON JULY 18, 2012, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH TIME AND DATE, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). Healthcare Trust of America, Inc., a Maryland corporation (the “Company,” “HTA,” “we” or “us”), is offering to purchase for ca...
listed = True...Offer is, however, subject to a number of other terms and conditions. See Section 6. On June 6, 2012, the Class A Shares were listed on the NYSE and began trading under the symbol “HTA.” Because June 6, 2012 was the first day on which the Class A Shares were traded on the NYSE, we cannot provide a market price for the Class A Shares. Tendering stockholders whose Class A Shares are accepted for payment will lose the opportunity to trade such Class A Shares and the chance to participate in any future third-party acquisition of the Company. The trading price of our Class A Shares on the NYSE may be higher or lowe...
listed = True...Offer is, however, subject to a number of other terms and conditions. See Section 6. On June 6, 2012, the Class A Shares were listed on the NYSE and began trading under the symbol “HTA.” Because June 6, 2012 was the first day on which the Class A Shares were traded on the NYSE, we cannot provide a market price for the Class A Shares prior to the commencement of the Offer. Tendering stockholders whose Class A Shares are accepted for payment will lose the opportunity to trade such Class A Shares and the chance to participate in any future third-party acquisition of the Company. The trading price of our Class A S...
mechanism = DUTCH...es? Healthcare Trust of America, Inc., which we refer to as the “Company,” “HTA,” “we” or “us.” What will be the purchase price for the Class A Shares and what will be the form of payment? We are conducting this offer by means of a procedure commonly called a modified “Dutch Auction.” We are offering to purchase for cash up to $150,000,000 in value of our Class A Common Stock, par value $0.01 per share (the “Class A Shares”), pursuant to tenders at a price specified by the tendering stockholders of not greater than $10.50 nor less than $10.10 per Class A Share, upon the terms and subject to the conditions described...
mechanism = DUTCH...es? Healthcare Trust of America, Inc., which we refer to as the “Company,” “HTA,” “we” or “us.” What will be the purchase price for the Class A Shares and what will be the form of payment? We are conducting this offer by means of a procedure commonly called a modified “Dutch Auction.” We are offering to purchase for cash up to $150,000,000 in value of our Class A Common Stock, par value $0.01 per share (the “Class A Shares”), pursuant to tenders at a price specified by the tendering stockholders of not greater than $10.50 nor less than $10.10 per Class A Share, upon the terms and subject to the conditions described...
mechanism = DUTCH...fficer Healthcare Trust of America, Inc. 480.998.3478 kelliepruitt@htareit.com Robert Milligan Director of Finance Healthcare Trust of America, Inc. 480.998.3478 robertmilligan@htareit.com Healthcare Trust of America, Inc. Announces Preliminary Results of its Modified Dutch Auction Tender Offer Scottsdale, Arizona (July 19, 2012) – Healthcare Trust of America, Inc. (NYSE: HTA) (“HTA”) announced today the preliminary results of its modified “Dutch Auction” tender offer for the purchase of up to $150 million in value of shares of its Class A common stock, par value $0.01 per share (the “Class A Shares”), which expire...
mechanism = DUTCH...igan Chief Financial Officer Director of Finance Healthcare Trust of America, Inc. Healthcare Trust of America, Inc. 480.258.6637 480.998.3478 kelliepruitt@htareit.com robertmilligan@htareit.com Healthcare Trust of America, Inc. Announces Final Results of its Modified Dutch Auction Tender Offer SCOTTSDALE, ARIZONA (July 25, 2012) – Healthcare Trust of America, Inc. (NYSE:HTA) (“HTA”) announced today the final results of its modified “Dutch Auction” tender offer for the purchase of up to $150 million in value of shares of its Class A common stock, par value $0.01 per share (the “Class A Shares”), which expired at 11...
must_tender_all = True...r sales to third parties and a tender may be so integrated. Stockholders should also be aware that their ability to satisfy any of the foregoing tests may be affected by proration pursuant to the Offer. Therefore, the stockholder (other than an odd lot holder who tenders all of his or her shares) can be given no assurance, even if the stockholder tenders all of the stockholder’s shares, that we will purchase a sufficient number of such shares to permit the stockholder to satisfy any of the foregoing tests. If a U.S. Holder’s exchange of Class A Shares for cash pursuant to the Offer does not constitute a sale or exchange for U.S....
must_tender_all = True...r sales to third parties and a tender may be so integrated. Stockholders should also be aware that their ability to satisfy any of the foregoing tests may be affected by proration pursuant to the Offer. Therefore, the stockholder (other than an odd lot holder who tenders all of his or her shares) can be given no assurance, even if the stockholder tenders all of the stockholder’s shares, that we will purchase a sufficient number of such shares to permit the stockholder to satisfy any of the foregoing tests. If a U.S. Holder’s exchange of Class A Shares for cash pursuant to the Offer does not constitute a sale or exchange for U.S....
price = USD 9.84...rsion upon the listing on the NYSE into Class A Shares and Class B Shares) from 1,418 stockholders on June 4, 2012 pursuant to the terms of our Share Repurchase Plan at an average price per share of $9.84 and (ii) the issuance by the Company, pursuant to the terms of our distribution reinvestment plan (the “DRIP”), of 20 Table of Contents 659,898 shares of our common stock (prior to their conversion upon the listing on t...
price = USD 10.1..., and ARC Advisory Services, LLC, the depositary for the tender offer, a total of 22,864,936 Class A Shares were properly tendered and not properly withdrawn at or below the final purchase price of $10.10 per share, including 1,053,398 Class A Shares that were tendered through notice of guaranteed delivery. Based on this preliminary count, the 22,864,936 Class A Shares properly tendered and not properly withdrawn at or below the f...
price = USD 10.1...., New York City Time, on July 18, 2012. Wells Fargo Securities, LLC acted as the dealer manager for the tender offer. HTA has accepted for purchase 14,851,485 Class A Shares at a purchase price of $10.10 per share, for an aggregate cost of approximately $150,000,000, excluding fees and expenses relating to the tender offer. The 14,851,485 Class A Shares accepted for purchase in the tender offer represent approximately 25.9% of HT...
priority = True...es at $10.10 per Class A Share (the minimum purchase price pursuant to the Offer) can reasonably expect to have at least a portion of such Class A Shares purchased at the Purchase Price if any Class A Shares are purchased pursuant to the Offer (subject to the provisions relating to “odd lot” priority and proration). The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Class A Shares in any jurisdiction in which the making or acceptance of offers to sell Class A Shares would not be in compliance with the laws of that jurisdiction. In any jurisdiction where the securities, blue sky or other laws...
priority = True...es at $10.10 per Class A Share (the minimum purchase price pursuant to the Offer) can reasonably expect to have at least a portion of such Class A Shares purchased at the Purchase Price if any Class A Shares are purchased pursuant to the Offer (subject to the provisions relating to “odd lot” priority and proration). The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Class A Shares in any jurisdiction in which the making or acceptance of offers to sell Class A Shares would not be in compliance with the laws of that jurisdiction. In any jurisdiction where the securities, blue sky or other laws...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d360049dex99a1a.htm OFFER TO PURCHASE Offer to Purchase Table of Contents Exhibit (a)(1)(A) Healthcare Trust of America, Inc. Offer to Purchase for Cash Up to $150,000,000 in Value of Shares of its Class A Common Stock at a Purchase Price of Not Greater Than $10.50 Nor Less Than $10.10 Per Class A Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P...
txn_type = TENDER_OFFEREX-99.(A)(1)(G) 2 d360049dex99a1g.htm AMENDED AND RESTATED OFFER TO PURCHASE, DATED JUNE 18, 2012 Amended and Restated Offer to Purchase, dated June 18, 2012 Table of Contents Exhibit (a)(1)(G) Healthcare Trust of America, Inc. Amended and Restated Offer to Purchase for Cash Up to $150,000,000 in Value of Shares of its Class A Common Stock at a Purchase Price of Not Greater Than $10.50 Nor Less Than $10.10 Per Cl...
txn_type = TENDER_OFFER...of America, Inc. 480.998.3478 kelliepruitt@htareit.com Robert Milligan Director of Finance Healthcare Trust of America, Inc. 480.998.3478 robertmilligan@htareit.com Healthcare Trust of America, Inc. Announces Preliminary Results of its Modified Dutch Auction Tender Offer Scottsdale, Arizona (July 19, 2012) – Healthcare Trust of America, Inc. (NYSE: HTA) (“HTA”) announced today the preliminary results of its modified “Dutch Auction” tender offer for the purchase of up to $150 million in value of shares of its Class A common stock, par value $0.01 per share (the “Class A Shares”), which expired at 11:59 p....
txn_type = TENDER_OFFER...ficer Director of Finance Healthcare Trust of America, Inc. Healthcare Trust of America, Inc. 480.258.6637 480.998.3478 kelliepruitt@htareit.com robertmilligan@htareit.com Healthcare Trust of America, Inc. Announces Final Results of its Modified Dutch Auction Tender Offer SCOTTSDALE, ARIZONA (July 25, 2012) – Healthcare Trust of America, Inc. (NYSE:HTA) (“HTA”) announced today the final results of its modified “Dutch Auction” tender offer for the purchase of up to $150 million in value of shares of its Class A common stock, par value $0.01 per share (the “Class A Shares”), which expired at 11:59 p.m., New...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2012-06-06 | SC TO-I | original (governing) | View |
| 2012-06-19 | SC TO-I/A | amendment | View |
| 2012-07-19 | SC TO-I/A | amendment | View |
| 2012-07-25 | SC TO-I/A | amendment | View |