INSPERITY, INC. NSP

election_required = True...ly tenders and does not validly withdraw all shares owned beneficially or of record by the Odd Lot Holder at a price at or below the Purchase Price (tenders of less than all of the shares owned by an Odd Lot Holder will not qualify for this preference); and • completes the section entitled “Odd Lots” in the Letter of Transmittal or, in the case of a book-entry transfer, an Agent’s Message (as defined below), and, if applicable, in the Notice of Guaranteed Delivery. 15 Table of Contents • Second, subject to the conditional tender provisions described in Section 6, we will purchase all other shares validly tendered and not validly withdrawn at prices at or below t...

expiry = 2016-01-07...mmon Stock for an Aggregate Purchase Price of Not More Than $125 Million at a Per Share Purchase Price Not Less Than $43.50 Per Share Nor Greater Than $50.00 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 7, 2016, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”). Insperity, Inc., a Delaware corporation (the “Company,” “Insperity,” “we,” “our” or “us”), is offering to purchase for cash shares of it...

listed = True...ate number of shares that would be purchased under the Offer is 2,500,000. The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to a number of other terms and conditions. See Section 7. Our common stock is listed on the New York Stock Exchange (the “NYSE”) and trades under the symbol “NSP.” On December 7, 2015, the reported closing price of our common stock on the NYSE was $44.03 per share. You are urged to obtain current market quotations for our common stock before deciding whether, and at what price or prices, to tender your shares pursuant to the Offer. See Section 8. Tabl...

mechanism = DUTCH...e shares of common stock? The issuer of the shares, Insperity, Inc., is offering to purchase the shares. What will be the Purchase Price for the shares and what will be the form of payment? We are conducting an offer by means of a procedure commonly called a “modified Dutch auction.” Upon the terms and subject to the conditions of the Offer, we are offering to purchase for cash shares of our common stock, par value $0.01 per share, pursuant to (i) Auction Tenders at prices specified by the tendering stockholders of not less than $43.50 nor greater than $50.00 per share or (ii) Purchase Price Tenders. We are offerin...

must_tender_all = True...of shares of common stock validly tendered at or below the Purchase Price and not validly withdrawn would result in an aggregate purchase price of more than $125 million, we will purchase shares: • First, from all holders of “odd lots” of less than 100 shares who validly tender all of their shares at or below the Purchase Price, and do not validly withdraw them (tenders of less than all of the shares owned, beneficially or of record, by such “odd lot” shareholders will not qualify for this preference); • Second, from all other stockholders who validly tender shares at or below the Purchase Price, and do not validly withdraw them,...

price = USD 43.5-50.0...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 $43.50 and not more than $50.00 per share, that we will pay for shares of our common stock validly tendered in the Offer and not validly withdrawn. Shares tendered pursuant to Purchase Price Tenders will be deemed to have been tendered at a price of $...

priority = True...hase Price or pursuant to Purchase Price Tenders will receive the Purchase Price, payable in cash, without interest, but subject to applicable withholding taxes, for all shares purchased upon the terms and subject to the conditions of the Offer, including the provisions relating to “odd lot” priority, proration and conditional tender described below. Under a Purchase Price Tender, we will purchase shares, upon the terms and subject to the conditions of the Offer, at the Purchase Price. If you wish to maximize the chance that we will purchase your shares in the Offer, you should validly tender your shares pursuant to a Purchase Price...

threshold = 100...ecified number of shares, it is possible that none of those shares will be purchased. Odd Lots. The term “odd lots” means all shares validly tendered prior to the Expiration Time at prices at or below the Purchase Price and not validly withdrawn by any person who owned, beneficially or of record, a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (an “Odd Lot Holder”). To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd lots will be accepted for...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d59465dex99a1a.htm EX-99.(A)(1)(A) EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Insperity, Inc. Offer to Purchase for Cash Shares of Its Common Stock for an Aggregate Purchase Price of Not More Than $125 Million at a Per Share Purchase Price Not Less Than $43.50 Per Share Nor Greater Than $50.00 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 7, 2016, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH...