Tree.com, Inc. TREE
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.
| Status | Closed |
|---|---|
| Closing date | 2010-12-17 |
| How it is priced | Dutch auction |
| Odd-lot threshold | Fewer than 100 shares |
| Must tender everything you hold | Not stated |
| Must tick the odd-lot box on the form | Yes |
| Price offered | USD $7.25 to $7.75 per share |
| Most an odd-lot tender could be | $717.75 to $767.25 |
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...of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price before the Expiration Date and do not properly withdraw these Shares, all of the conditions to the Offer are satisfied or waived 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 proration. See Section 1. How will Tree pay for the Shares? We will fund the purchase of Shares properly tendered in the Offer and accepted for purchase and pay related fees and expenses from our available cash on ha...
expiry = 2010-12-17...o Purchase for Cash Up to $15,000,000 in Value of Shares of its Common Stock at a Purchase Price Not Greater Than $7.75 Nor Less Than $7.25 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 17, 2010, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). Tree.com, Inc. ("Tree," "we" or "us") hereby offers to purchase for cash up to $15,000,000 in value of shares of our common sto...
listed = True...ge the terms of the Offer or the information concerning the Offer, or if we waive a material condition to the Offer, we will disseminate additional information and extend the Offer to the extent required by law. 7. Price Range of Shares; Dividends. The Shares are listed on NASDAQ under the symbol "TREE." The following table sets forth the high and low sales prices per Share as reported by NASDAQ for each of the periods presented. Trading in Tree.com common stock began on August 21, 2008 following our spin-off from IAC/InterActiveCorp ("IAC"). Year ended December 31, 2010 High Low Fourth Quarter (through November 17, 2010) $ 7.75 $...
mechanism = DUTCH...fering to purchase up to $15,000,000 in value of Shares, based on the Purchase Price we determine as provided herein. 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 by means of a modified "Dutch auction." This procedure allows you to select the price or prices (in increments of $.10) within a price range specified by us at which you are willing to sell your Shares. The price range for the Offer is $7.25 to $7.75 per Share. The Purchase Price will be the lowest price per Share within such range at which, based on the number of Shares ten...
price = USD 7.25-7.75...ch auction." This procedure allows you to select the price or prices (in increments of $.10) within a price range specified by us at which you are willing to sell your Shares. The price range for the Offer is $7.25 to $7.75 per Share. The Purchase Price will be the lowest price per Share within such range at which, based on the number of Shares tendered and the prices specified by the tendering shareholders, we can purchase up to $15,000,0...
threshold = 100...not purchase all of the Shares that you tender even if you tender them at or below the Purchase Price if, based on the Purchase Price we determine, more than $15,000,000 in value of shares are properly tendered and not properly withdrawn. See Section 1. If I own fewer than 100 Shares 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 properly tender all of these Shares at or below the Purchase Price before the Expiration Date and do not properly withdraw these Shares, all of the conditions to the Offer are satisfied or waiv...
txn_type = TENDER_OFFEREX-99.(A)(1)(A)(I) 2 a2201102zex-99_a1ai.htm EX 99.(A)(1)(A)(I) QuickLinks -- Click here to rapidly navigate through this document Exhibit (a)(1)(A)(i) Offer to Purchase for Cash Up to $15,000,000 in Value of Shares of its Common Stock at a Purchase Price Not Greater Than $7.75 Nor Less Than $7.25 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 17, 2010, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS IT MAY BE EXTEN...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2010-11-18 | SC TO-I | original (governing) | View |