Odd Lot Index

Primoris Services CORP PRIM

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.
StatusClosed
Closing date2008-12-24
How it is pricedDutch auction
Odd-lot threshold—
Must tender everything you holdNot stated
Must tick the odd-lot box on the formYes
Price offeredUSD $0.85 to $1.20 per share, in steps of $0.05
Most an odd-lot tender could be$84.15 to $118.80

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...ILL I BE SUBJECT TO PRORATION? If you beneficially own fewer than 100 Warrants, in the aggregate, and you properly tender all of these Warrants at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date for the Offer 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 Warrants without subjecting them to the proration procedure. See Section 2. WHY IS THE COMPANY MAKING THIS OFFER? We are making the Offer to reduce the number of outstanding Warrants because we believe that the substantial number of Warrants now outsta...
expiry = 2008-12-24...f Its Common Stock Purchase Warrants Up to a Maximum of 5,294,117 Warrants At a Purchase Price not Greater Than $1.20 nor Less than $0.85 per Warrant THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON DECEMBER 24, 2008, UNLESS EXTENDED. Primoris Services Corporation, a Delaware corporation ("we," "us," "our," "Primoris" or the "Company") is offering to purchase for cash (the "Offer"), $4,500,000 worth of the Company's publicly traded and privately placed...
listed = True...ection could have the effect of decreasing the Purchase Price determined by us, which may result in your Warrants being purchased at the minimum price per Warrant. See Section 2. WHAT IS THE MARKET PRICE OF OUR SECURITIES? Our Units, Warrants and Common Stock are traded on the Nasdaq Global Market under the symbols PRIMU, PRIMW and PRIM, respectively. On November 25, 2008, the last reported sale prices of such securities before the printing of this document, were $7.54, $0.83 and $4.64, respectively. See Section 9. HOW MANY WARRANTS WILL THE COMPANY PURCHASE IN THE OFFER? We are offering to purchase $4,500,000 worth of Warrants or such lesser amo...
mechanism = DUTCH...initial public offering, Rhapsody issued additional Warrants on a privately placed basis to certain of its initial stockholders and affiliates. WHAT WILL BE THE PURCHASE PRICE FOR THE WARRANTS? We are conducting the Offer through a procedure commonly called a modified "Dutch Auction." This procedure allows you to select the price per Warrant (in increments of $0.05) within a price range specified by us at which you are willing to sell your Warrants. The price range for the Offer is $0.85 to $1.20 per Warrant. We will determine the Purchase Price that we will pay per Warrant promptly after the Expiration Date. The Pu...
price = USD 0.85-1.2...ction." This procedure allows you to select the price per Warrant (in increments of $0.05) within a price range specified by us at which you are willing to sell your Warrants. The price range for the Offer is $0.85 to $1.20 per Warrant. We will determine the Purchase Price that we will pay per Warrant promptly after the Expiration Date. The Purchase Price will be the lowest price at which, based on the number of Warrants tendered and the p...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 a2189347zex-99_a1a.htm EXHIBIT 99.(A)(1)(A) QuickLinks -- Click here to rapidly navigate through this document Exhibit 99.(a)(1)(A) Offer to Purchase for Cash by PRIMORIS SERVICES CORPORATION $4,500,000 Worth of Its Common Stock Purchase Warrants Up to a Maximum of 5,294,117 Warrants At a Purchase Price not Greater Than $1.20 nor Less than $0.85 per Warrant THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON DECEMBER 24, 2008, UNLESS EXTEN...

The filings

FiledFormRoleOn EDGAR
2008-11-26SC TO-Ioriginal (governing)View