Red Rock Resorts, Inc. RRR
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 | 2021-12-09 |
| 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 $46.00 to $53.00 per share, in steps of $0.25 |
| Most an odd-lot tender could be | $4,554.00 to $5,247.00 |
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 = 2021-12-09..., INC. Up to $350,000,000 of its Shares of Class A Common Stock at a Cash Purchase Price Not More than $53.00 per Share Nor Less than $46.00 per Share CUSIP: 75700L108 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON DECEMBER 9, 2021, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). Red Rock Resorts, Inc., a Delaware corporation (“Red Rock,” the “Company,” “we,” “us” or “our”), is offering to purchase up t...
listed = True...er the Offer is 6,603,773. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED, AND THE OFFER IS NOT SUBJECT TO A FINANCING CONDITION. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7. The Shares are listed and traded on the NASDAQ Stock Market (“NASDAQ”) under the trading symbol “RRR.” On November 9, 2021, the last full trading day prior to the commencement of the Offer, the last reported sale price of the Shares was $48.99 per Share, which is above the $46.00 per Share lower end of the price range for the Offer. Accordingly, an election to accept the Final Purchase Price determined in...
mechanism = DUTCH...at a prompt deployment of our investable cash for this purpose is in the best interests of our shareholders. The Offer provides a mechanism for completing a sizeable repurchase of Shares more rapidly than would be possible through open market repurchases. The modified Dutch auction tender offer set forth in this Offer to Purchase provides our shareholders with the opportunity to tender all or a portion of their Shares and thereby receive a return of some or all of their investment in the Company, if they so elect. The Offer also provides our shareholders with an efficient way to sell their Shares without incurring...
must_tender_all = True...been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: • first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Final Purchase Price from shareholders who properly tender all of their Shares at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference; • second, after purchasing all Odd Lots that were properly tendered at or be...
price = USD 46.0-53.0...ommonly called a modified “Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to tender your Shares. The price range for the Offer is $46.00 to $53.00 per Share. We will select the single lowest purchase price (in increments of $0.25), not greater than $53.00 nor less than $46.00 per Share, that will allow us to purchase up to $350,000,000 in value of Shares at such p...
priority = True...If the conditions to the Offer have been satisfied or waived and more than $350,000,000 in aggregate purchase price of Shares has been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: • first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Final Purchase Price from shareholders who properly tender all of their Shares at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this pr...
threshold = 100...Offer have been satisfied or waived and more than $350,000,000 in aggregate purchase price of Shares has been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: • first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Final Purchase Price from shareholders who properly tender all of their Shares at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this pr...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d109334dex99a1a.htm EX-99.(A)(1)(A) EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE BY RED ROCK RESORTS, INC. Up to $350,000,000 of its Shares of Class A Common Stock at a Cash Purchase Price Not More than $53.00 per Share Nor Less than $46.00 per Share CUSIP: 75700L108 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON DECEMBER 9, 2021, UNLESS THE OFFER IS EXTEN...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2021-11-10 | SC TO-I | original (governing) | View |