STR HOLDINGS, INC.
Odd lots go first
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 | 2014-03-03 |
| 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 |
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...efined below) who: •properly tenders and does not properly withdraw all Shares owned by the Odd Lot Holder at a price at or below the Purchase Price (tenders of less than all of the Shares owned by an Odd Lot Holder will not qualify for this preference); and •completes the section entitled "Odd Lots" in the Letter of Transmittal or, in the case of a book-entry transfer, an Agent's Message (as defined below), and, if applicable, in the Notice of Guaranteed Delivery (or, in the case of a beneficial owner, arranges with the owner's broker, dealer, commercial bank, trust company or other nominee for such completion or Agent's Message). •Second, from all other stockh...
expiry = 2014-02-28...an Aggregate Purchase Price of Not More Than $30,000,000 at a Per Share Purchase Price Not Greater Than $1.54 Per Share Nor Less Than $1.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FEBRUARY 28, 2014, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). STR Holdings, Inc., a Delaware corporation (the "Company," "STR," "we" or "us"), is offering to purchase for cash up to $30,000,000 of sh...
expiry = 2014-03-03...sh Dated February 18, 2014 Up to $30,000,000 in Value of Shares At a Purchase Price of Not Greater Than $1.54 Per Share Nor Less Than $1.35 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MARCH 3, 2014, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD CAREFULLY READ BOTH IN THEIR EN...
listed = True...none of the Shares tendered by any tendering stockholder. The Offer is not conditioned upon obtaining financing or any minimum number of Shares being tendered. The Offer is, however, subject to a number of other terms and conditions. See Section 6. The Shares are listed on the New York Stock Exchange (the "NYSE") and trade under the symbol "STRI." On January 30, 2014, the last full trading day prior to the announcement of the Offer, the reported closing price of the Shares on the NYSE was $1.47 per Share. You are urged to obtain current market quotations for the Shares before deciding whether, and at what price or prices, to tender y...
mechanism = DUTCH...in this summary. Who is offering to purchase my Shares? STR Holdings, Inc., which we refer to as the "Company," "STR," "we" or "us." What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting an offer by means of a modified "Dutch auction" to purchase for cash up to $30,000,000 of shares of our common stock, par value $0.01 per share (the "Shares"), pursuant to (i) auction tenders ("Auction Tenders") at prices specified by the tendering stockholders of not greater than $1.54 per Share nor less than $1.00 per Share, or (ii) purchase price tenders ("Purchase Price Tenders")...
must_tender_all = True...perly 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 $30,000,000, we will purchase Shares: •First, from all holders of "odd lots" of less than 100 Shares who properly tender all of their Shares 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 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 to avoid the purchase of fract...
priority = True...r Share (the minimum purchase price under the Offer) and stockholders properly tendering Shares pursuant to Purchase Price Tenders can reasonably expect to have Shares purchased at the Purchase Price if any Shares are purchased under the Offer (subject to the provisions relating to "odd lot" priority and proration). However, your election or the election of other stockholders to tender Shares pursuant to Purchase Price Tenders could result in the Purchase Price being lower and could result in your Shares being purchased at the minimum price in the Offer. 4 If tendering stockholders wish to maximize the chance that their Shares will b...
threshold = 100...ed number of Shares or any other condition, none of those Shares will be purchased. Odd Lots. The term "Odd Lots" means all Shares properly tendered prior to the Expiration Date at prices at or below the Purchase Price and not properly withdrawn by any person who owned a total of fewer than 100 Shares and so certified (or, in the case of a beneficial owner, arranges with the owner's broker, dealer, commercial bank, trust company or other nominee to so certify) 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...
threshold = 100...0 Shares. Accordingly, this section is to be completed only if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Shares. The undersigned either (check one box): ois the beneficial or record owner of an aggregate of fewer than 100 Shares, all of which are being tendered; or ois a broker, dealer, commercial bank, trust company or other nominee that (a) is tendering for the beneficial owner(s), Shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial own...
txn_type = CONSOLIDATION...f principal operating assets or 5 ceases to be an operating company; if an issuer fails to comply with the NYSE listing requirements; if an issuer's common stock sells at what the NYSE considers a "low selling price" and the issuer fails to correct this via a reverse split of shares after notification by the NYSE; or if any other event occurs or any condition exists which makes continued listing on the NYSE, in its opinion, inadvisable. As of December 31, 2013, we had total stockholders' equity of approximately $111 million. If our Shares are delisted from the NYSE, our Shares may be traded over-the-counte...
txn_type = TENDER_OFFER....htm EX-99.(A)(1)(I) QuickLinks -- Click here to rapidly navigate through this document Exhibit (a)(1)(I) NOTICE OF GUARANTEED DELIVERY (Not to be used for Signature Guarantee) for Tender of Shares of Common Stock of STR Holdings, Inc. Pursuant to its Amended Offer to Purchase for Cash Dated February 18, 2014 Up to $30,000,000 in Value of Shares At a Purchase Price of Not Greater Than $1.54 Per Share Nor Less Than $1.35 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MARCH 3, 2014, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE E...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2014-01-31 | SC TO-I | original (governing) | View |
| 2014-02-18 | SC TO-I/A | amendment | View |