Monogram Residential Trust, Inc.
Odd lots go first
Read automatically from the filing
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 | 2014-12-19 |
| 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 | Yes |
| Price offered | USD $10.00 per share |
| Most an odd-lot tender could be | $990.00 |
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...mmon Stock, will I be subject to proration? If you own, beneficially or of record, fewer than 100 shares of Common Stock in the aggregate, you properly tender all of these shares of Common Stock at or below the Purchase Price prior to the Expiration Date, you complete the section entitled "Odd Lots" in the Letter of Transmittal or an Agent's Message (as defined below), 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 shares of Common Stock without subjecting them to proration. See Section 1, "Number of Shares of Common Stock; Purchase Price; Proration; Odd Lots". Once...
expiry = 2014-12-19...nogram Residential Trust, Inc. of Up to $100,000,000 in Value of Shares of its Common Stock At a Purchase Price of Not Greater Than $9.25 Nor Less Than $8.50 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON DECEMBER 19, 2014, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH TIME AND DATE, AS THEY MAY BE EXTENDED, THE "EXPIRATION DATE"). Monogram Residential Trust, Inc., a Maryland corporation that has elected to be taxed as a real estate investment trust (a "RE...
listed = True...y minimum number of shares of Common Stock being tendered. The Offer is, however, subject to a number of other terms and conditions. See Section 6, "Conditions of the Offer". Because November 21, 2014 was the first day on which the shares of Common Stock were traded on the NYSE, we cannot provide a market price for the shares of Common Stock. Tendering stockholders whose shares of Common Stock are accepted for payment will lose the opportunity to trade such shares of Common Stock and the chance to participate in any future market upside and future growth of the Company with respect to such shares of Common Stoc...
mechanism = DUTCH...k? Monogram Residential Trust, Inc., which we refer to as the "Company", "we", or "us". What will be the purchase price for the shares of Common Stock 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 $100,000,000 in value of our common stock, par value $0.0001 per share (the "Common Stock"), at a price specified by the tendering stockholders of not greater than $9.25 nor less than $8.50 per share of Common Stock, net to the seller in cash, less any applicable withholding taxes and without...
must_tender_all = True...tendered at or below the Purchase Price and not properly withdrawn prior to the Expiration Date would result in an aggregate purchase price of more than $100,000,000, we will purchase shares of Common Stock: •first, from all Odd Lot Holders (as defined below) who properly tender all of their shares of Common Stock at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; and •second, from all other stockholders who properly tender shares of Common Stock at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date, on a pro rata basis, with appropriate adjustments...
price = USD 10.0...perations of the Company, authorized regular distributions payable to stockholders of record each day during the second quarter of 2012 equal to an annual rate of 3.5% (based on a purchase price of $10.00 per share), a reduction from the previous annual rate of 6.0%. Our Board of Directors authorized daily distributions at this rate through September 30, 2014. On November 4, 2014, our Board of Directors, in anticipation of the lis...
priority = True...Date, assuming the conditions to the Offer have been satisfied or waived, we will determine a single price per share of Common Stock (the "Purchase Price"), which will be not greater than $9.25 nor less than $8.50 per share of Common Stock, that we will pay, subject to "odd lot" priority and proration, for shares of Common Stock properly tendered in the Offer and not properly withdrawn, and accepted for payment, taking into account the number of shares of Common Stock tendered pursuant to the Offer and the prices specified by the tendering stockholders. The Purchase Price will be the lowest price per share of Common Stoc...
threshold = 100...condition, none of those shares of Common Stock will be purchased. Odd Lots. The term "Odd Lots" means all shares of Common Stock properly tendered prior to the Expiration Date at prices at or below the Purchase Price and not properly withdrawn by any person who owned, beneficially or of record, a total of fewer than 100 shares of Common Stock and so certified in the appropriate place on the Letter of Transmittal, or an Agent's Message (as defined below) in lieu of 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 of Common Stock own...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 a2222233zex-99_a1a.htm EX-99.(A)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by Monogram Residential Trust, Inc. of Up to $100,000,000 in Value of Shares of its Common Stock At a Purchase Price of Not Greater Than $9.25 Nor Less Than $8.50 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON DECEMBER 19, 2014, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH TIME AND...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2014-11-21 | SC TO-I | original (governing) | View |