MIRANT CORP

election_required = True...s 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 selected by us before the Offer expires 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. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw any shares you have tendered at any time before 5:00 P.M., New York City time, on Monday...

expiry = 2006-08-21...Cash by Mirant Corporation of Up to 43,000,000 Shares of its Common Stock at a Purchase Price not greater than $29.00 nor less than $25.75 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 21, 2006, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). Mirant Corporation, a Delaware corporation (the “Company,” “Mirant,” “we,” or “us”), is offering to purchase for cash up to 43,000,000 shares of its common stock, $0.01 par value per s...

listed = True...irant Asia-Pacific Loan Facility (the “financing condition”) and the absence of legal or contractual restrictions that would prevent completion of certain cash distributions to us by certain of our subsidiaries. See Sections 7 and 9. The shares are listed and traded on the New York Stock Exchange (the “NYSE”) under the symbol “MIR.” On July 10, 2006, the last full trading day before we announced our intention to make the Offer, the Table of Contents reported closing price of our common stock on the NYSE was $26.80 per share. On July 11, 2006, the last trading day prior to printing this Offer to Purchase, the reported closing price of our co...

mechanism = DUTCH...resenting up to 2% of the outstanding shares, or approximately 6.0 million additional shares. See Section 1. What will the purchase price for the shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price (in increments of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $25.75 to $29.00 per share. The purchase price will be the lowest price at which, based on the number of shares tendered and the prices specified by t...

must_tender_all = True...res (or such greater number of shares as we may elect to purchase, subject to applicable law) are validly tendered and not validly withdrawn prior to the Expiration Time, 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 selected by us, and do not validly withdraw them before the Expiration Time; • second, from all other stockholders who validly tender shares at or below the purchase price selected by us, on a pro rata basis (except for stockholders who tendered shares conditionally for which the condition was not satisfied...

price = USD 25.75-29.0...fied “Dutch Auction.” This procedure allows you to select the price (in increments of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $25.75 to $29.00 per share. The purchase price will be the lowest price at which, based on the number of shares tendered and the prices specified by the tendering stockholders, we can purchase 43,000,000 shares, or such lesser number of...

threshold = 100...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 selected by us 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 g02355exv99wxayx1yxay.htm EX-99.(A)(1)(A) OFFER TO PURCHASE DATED JULY 12, 2006 EX-99.(A)(1)(A) OFFER TO PURCHASE DATED 7/12/2006 Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by Mirant Corporation of Up to 43,000,000 Shares of its Common Stock at a Purchase Price not greater than $29.00 nor less than $25.75 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE...