Liberty Global, Inc.
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 | 2006-09-08 |
| 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 | Not stated |
| Price offered | USD $22.00 to $25.00 per share, in steps of $0.10 |
| Most an odd-lot tender could be | $2,178.00 to $2,475.00 |
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.
expiry = 2006-09-08...,534,000 SHARES OF ITS SERIES C COMMON STOCK, PAR VALUE $0.01 PER SHARE, AT A PURCHASE PRICE NOT GREATER THAN $24.35 NOR LESS THAN $21.43 PER SHARE THE OFFERS, PRORATION PERIODS AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 8, 2006, UNLESS THE TENDER OFFERS ARE EXTENDED. Liberty Global, Inc., a Delaware corporation, is offering to purchase, for cash, up to 20,000,000 shares of its Series A common stock, par value $0.01 per share, and up to 20,534,000 shares of its Se...
listed = True...prices greater than the Series C purchase price. Shares tendered but not purchased in either tender offer will be returned to the tendering stockholders at our expense promptly after the expiration of such tender offer. The Series A shares and Series C shares trade on the Nasdaq Global Select Market under the symbols "LBTYA" and "LBTYK," respectively. On August 9, 2006, the last full trading day before the initial public announcement of the tender offers, the closing sale price on the Nasdaq Global Select Market for the Series A shares was $22.43 and the closing sale price for the Series C shares was $21.84. Sto...
mechanism = DUTCH...ns of this offer to purchase where you will find a more complete discussion. Who is offering to purchase my shares? Liberty Global, Inc. What will the purchase prices for the shares be? We are conducting the tender offers through a procedure commonly called a modified "Dutch Auction." This procedure allows you to select the price per share (in increments of $0.10) within a price range specified by us at which you are willing to sell your Series A shares and/or Series C shares. We will determine the purchase price that we will pay per Series A share as promptly as practicable after the Series A tender offer expires....
mechanism = DUTCH...hase prices for the shares be?" in the Section "Summary Term Sheet" on page v of the Offer to Purchase is hereby amended by replacing such paragraph in its entirety with the following: "We are conducting the tender offers through a procedure commonly called a modified "Dutch Auction." This procedure allows you to select the price per share (in increments of $0.10) within a price range specified by us at which you are willing to sell your Series A shares and/or Series C shares. We will determine the purchase price that we will pay per Series A share promptly after the Series A tender offer expires. The Series A purch...
mechanism = DUTCH...nary Results of Dutch Auction Self-Tender Offers for Shares of Its Series A Common Stock and Series C Common Stock Denver, Colorado—September 11, 2006: Liberty Global, Inc. ("Liberty Global") (NASDAQ: LBTYA, LBTYB, LBTYK) announced today the expiration of its modified dutch auction self-tender offers to purchase up to 20,000,000 shares of its Series A common stock and up to 20,534,000 shares of its Series C common stock. Both tender offers expired at 12:00 Midnight, New York City time, on September 8, 2006. Based on the preliminary tabulation by the depositary, both tender offers were oversubscribed and the purchas...
mechanism = DUTCH...l Results of Dutch Auction Self-Tender Offers for Shares of Its Series A Common Stock and Series C Common Stock Denver, Colorado—September 14, 2006: Liberty Global, Inc. ("Liberty Global") (NASDAQ: LBTYA, LBTYB, LBTYK) announced today the final results of its modified Dutch auction self-tender offers to purchase up to 20,000,000 shares of its Series A common stock and up to 20,534,000 shares of its Series C common stock, which expired at 12:00 Midnight, New York City time, on September 8, 2006. Based on the final tabulation by the depositary for the tender offers the purchase price for the Series A tender offer is...
must_tender_all = True...tenders by a particular taxpayer as a single lot, and will limit our purchase in each case 15 to the designated minimum number of shares to be purchased. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares. 7. CERTAIN CONDITIONS OF THE TENDER OFFERS Notwithstanding any other provision of the tender offers, and in addition to (and not in limitation of) our rights to extend and/or amend either or both tender offers at any time, we will not be required to accept for payment, purchase or pay for any shares tendered, and may terminate a tender...
price = USD 22.0-25.0...obtain current market quotations for their shares. 18 9. SOURCE AND AMOUNT OF FUNDS Assuming that 20,000,000 Series A shares are purchased in the Series A tender offer at a price between $22.00 and $25.00 per share, the aggregate purchase price for the Series A shares purchased in the Series A tender offer will be between $440,000,000 and $500,000,000. Assuming that 20,534,000 Series C shares are purchased in the Series C tender o...
threshold = 100...eries C shares. Because of the "odd lot" priority, proration and conditional tender provisions described above, we may not purchase all of the Series C shares that you tender even if you tender them at or below the Series C purchase price. See Section 1. If I own fewer than 100 shares of either or both series of common stock subject to the tender offers and I tender all of my shares, will I be subject to proration? If you beneficially own fewer than 100 shares of Series A common stock, in the aggregate, you properly tender all of these shares at or below the Series A purchase price and do not properly withdraw them pr...
txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 a2172544zex-99_a1i.htm EX-99.(A)(1)(I) QuickLinks -- Click here to rapidly navigate through this document Exhibit (a)(1)(i) LIBERTY GLOBAL, INC. OFFER TO PURCHASE FOR CASH UP TO 20,000,000 SHARES OF ITS SERIES A COMMON STOCK, PAR VALUE $0.01 PER SHARE, AT A PURCHASE PRICE NOT GREATER THAN $25.00 NOR LESS THAN $22.00 PER SHARE AND OFFER TO PURCHASE FOR CASH UP TO 20,534,000 SHARES OF ITS SERIES C COMMON STOCK, PAR VALUE $0.01 PER SHARE, AT A PURCHASE PRICE NOT GREATER THAN $24.35 NOR LESS THAN $21....
txn_type = TENDER_OFFER...s C common stock at the maximum tender offer price of $24.35 per share. **The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $107.00 per million of the value of the transaction. +Offer to purchase up to 20,000,000 shares of Series A common stock. ++Offer to purchase up to 20,534,000 shares of Series A common stock. ýCheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, of...
txn_type = TENDER_OFFEREX-99.(A)(5)(III) 2 a2173135zex-99_a5iii.htm EX 99(A)(5)(III) QuickLinks -- Click here to rapidly navigate through this document Exhibit 99.(a)(5)(III) LIBERTY GLOBAL PRESS RELEASE Liberty Global Announces Preliminary Results of Dutch Auction Self-Tender Offers for Shares of Its Series A Common Stock and Series C Common Stock Denver, Colorado—September 11, 2006: Liberty Global, Inc. ("Liberty Global") (NASDAQ: LBTYA, LBTYB, LBTYK) announced today the expiration of its modified dutch auction self-tender offers to purchase up to 20,000,000 shares of its Series A common stock and up to 20,534,000...
txn_type = TENDER_OFFEREX-99.(A)(5)(IV) 2 a2173193zex-99_a5iv.htm EX 99(A)(5)(IV) QuickLinks -- Click here to rapidly navigate through this document Exhibit 99(a)(5)(iv) Liberty Global Announces Final Results of Dutch Auction Self-Tender Offers for Shares of Its Series A Common Stock and Series C Common Stock Denver, Colorado—September 14, 2006: Liberty Global, Inc. ("Liberty Global") (NASDAQ: LBTYA, LBTYB, LBTYK) announced today the final results of its modified Dutch auction self-tender offers to purchase up to 20,000,000 shares of its Series A common stock and up to 20,534,...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2006-08-11 | SC TO-I | original (governing) | View |
| 2006-08-29 | SC TO-I/A | amendment | View |
| 2006-09-11 | SC TO-I/A | amendment | View |
| 2006-09-15 | SC TO-I/A | amendment | View |