WHITE MOUNTAINS INSURANCE GROUP LTD WTM
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 | 2017-09-14 |
| 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 $825.00 to $875.00 per share, in steps of $1.00 |
| Most an odd-lot tender could be | $81,675.00 to $86,625.00 |
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...All Of My Shares, Will I Be Subject To Proration? If you own beneficially or of record fewer than 100 Shares in the aggregate, properly tender all of your Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Time, and 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 the proration procedure. See "Section 1. Number of Shares; Proration". Do You Have The Financial Resources To Make Payment? If we purchase 500,000 Shares, and the Purchase Price is an amount between $825 and $875 per S...
expiry = 2017-09-14...BY WHITE MOUNTAINS INSURANCE GROUP, LTD. OF UP TO 500,000 OF ITS COMMON SHARES AT A PURCHASE PRICE NOT GREATER THAN $875 OR LESS THAN $825 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON SEPTEMBER 14, 2017, UNLESS THE OFFER IS EXTENDED (SUCH TIME, AS IT MAY BE EXTENDED, THE "EXPIRATION TIME"). White Mountains Insurance Group, Ltd., a company organized under the laws of Bermuda (the "Company", "White Mountains", "we" or "us"), is offering to...
expiry = 2017-09-14...er 15, 2017 — White Mountains Insurance Group, Ltd. (NYSE: WTM) announced today the preliminary results of its “modified Dutch auction” tender offer to purchase up to 500,000 shares. The tender offer expired at 12:00 midnight, New York City time, at the end of the day on September 14, 2017. Based on a preliminary count by the depositary for the tender offer, 719,971 shares were properly tendered and not properly withdrawn at or below the final purchase price of $875 per share, including 37,884 shares that were tendered by no...
expiry = 2017-09-14...TENDER OFFER HAMILTON, Bermuda, September 19, 2017 — White Mountains Insurance Group, Ltd. (NYSE: WTM) announced today the final results of its “modified Dutch auction” tender offer. The tender offer expired at 12:00 midnight, New York City time, at the end of the day on September 14, 2017. Based on the final count by the depositary for the tender offer, 718,971 shares were properly tendered and not properly withdrawn at or below the final purchase price of $875 per share. The tender offer was oversubscribed. Pursuant to the...
listed = True...rmination; Amendment". This Offer is not conditioned upon the receipt of financing or any minimum number of Shares being tendered. This Offer is, however, subject to certain other conditions. See "Section 8. Conditions to the Offer". The Shares are listed and traded on the New York Stock Exchange (the "NYSE") under the symbol "WTM" and the Bermuda Stock Exchange under the symbol "WTM-BH". On August 16, 2017, the last full trading day before the public announcement of the Offer, the last reported closing sale price of the Shares on the NYSE was $850.65 per Share. SHAREHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES. See...
listed = True...der offer may contact the information agent for the tender offer, D.F. King & Co., at (800) 893-5865 (toll free) or by email at wtm@dfking.com. The dealer managers for the tender offer were Barclays Capital Inc. and J.P. Morgan Securities LLC. White Mountains is traded on the New York Stock Exchange under the symbol “WTM” and the Bermuda Stock Exchange under the symbol “WTM-BH”. FORWARD-LOOKING STATEMENTS This press release may contain “forward-looking statements”. All statements, other than statements of historical facts, included or referenced in this press release which address activities, events or developments which White Mount...
listed = True...der offer may contact the information agent for the tender offer, D.F. King & Co., at (800) 893-5865 (toll free) or by email at wtm@dfking.com. The dealer managers for the tender offer were Barclays Capital Inc. and J.P. Morgan Securities LLC. White Mountains is traded on the New York Stock Exchange under the symbol “WTM” and the Bermuda Stock Exchange under the symbol “WTM-BH”. FORWARD-LOOKING STATEMENTS This press release may contain “forward-looking statements”. All statements, other than statements of historical facts, included or referenced in this press release which address activities, events or developments which White Mount...
mechanism = DUTCH...but is subject to certain other conditions. See "Section 1. Number of Shares; Proration" and "Section 8. Conditions to the Offer". ii How Much Are You Offering To Pay And What Is The Form Of Payment? We are conducting this Offer through a procedure called a "modified Dutch auction". This procedure allows you to select the price (in increments of $1.00) within the price range specified by us at which you are willing to sell your Shares. The price range for the Offer is $825 to $875 per Share. See "Section 1. Number of Shares; Proration". We will select the lowest purchase price per Share (in increments of $1.00) (t...
mechanism = DUTCH...(B) PRESS RELEASE CONTACT: Todd Pozefsky (203) 458-5807 WHITE MOUNTAINS ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER HAMILTON, Bermuda, September 15, 2017 — White Mountains Insurance Group, Ltd. (NYSE: WTM) announced today the preliminary results of its “modified Dutch auction” tender offer to purchase up to 500,000 shares. The tender offer expired at 12:00 midnight, New York City time, at the end of the day on September 14, 2017. Based on a preliminary count by the depositary for the tender offer, 719,971 shares were properly tendered and not properly withdrawn at or below the final purchase price of $875 per...
mechanism = DUTCH...it 99.(a)(5)(C) PRESS RELEASE CONTACT: Todd Pozefsky (203) 458-5807 WHITE MOUNTAINS ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER HAMILTON, Bermuda, September 19, 2017 — White Mountains Insurance Group, Ltd. (NYSE: WTM) announced today the final results of its “modified Dutch auction” tender offer. The tender offer expired at 12:00 midnight, New York City time, at the end of the day on September 14, 2017. Based on the final count by the depositary for the tender offer, 718,971 shares were properly tendered and not properly withdrawn at or below the final purchase price of $875 per share. The tender offer was oversubs...
must_tender_all = True...aw) are properly tendered at or below the Purchase Price and not properly withdrawn, we will accept Shares for purchase in the following order of priority: •First, we will purchase all "odd lots" of less than 100 Shares at the Purchase Price from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Time; and •Second, after purchasing all the "odd lots" that were properly tendered at or below the Purchase Price, we will purchase Shares at the Purchase Price from all other holders who properly tender Shares at or below the Purchase Price and wh...
price = USD 825.0-875.0...ied Dutch auction". This procedure allows you to select the price (in increments of $1.00) within the price range specified by us at which you are willing to sell your Shares. The price range for the Offer is $825 to $875 per Share. See "Section 1. Number of Shares; Proration". We will select the lowest purchase price per Share (in increments of $1.00) (the "Purchase Price") that will allow us to buy the number of Shares sought in the Of...
price = USD 875.0...on September 14, 2017. Based on a preliminary count by the depositary for the tender offer, 719,971 shares were properly tendered and not properly withdrawn at or below the final purchase price of $875 per share, including 37,884 shares that were tendered by notice of guaranteed delivery. The tender offer was oversubscribed. Pursuant to the terms of the tender offer, the Company has elected to amend the tender offer to purchase...
price = USD 875.0...day on September 14, 2017. Based on the final count by the depositary for the tender offer, 718,971 shares were properly tendered and not properly withdrawn at or below the final purchase price of $875 per share. The tender offer was oversubscribed. Pursuant to the terms of the tender offer, the Company has purchased 586,732 shares at the final purchase price of $875 per share on a pro rata basis, except for tenders of odd lots...
threshold = 100...acquired the number of Shares that we have offered to purchase. Therefore, we may not purchase all of the Shares that you tender even if you tender them at or below the Purchase Price. Odd Lots. The term "odd lots" means all Shares tendered by any person (an "Odd Lot Holder") who owned beneficially or of record a total of fewer than 100 Shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for the odd lot preference, an odd lot holder must tender all Shares owned in accordance with the procedures described in Section 4. Odd lots will be accepted for payment before any proration of the...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 a2233037zex-99_a1a.htm EX-99.(A)(1)(A) Use these links to rapidly review the document TABLE OF CONTENTS Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY WHITE MOUNTAINS INSURANCE GROUP, LTD. OF UP TO 500,000 OF ITS COMMON SHARES AT A PURCHASE PRICE NOT GREATER THAN $875 OR LESS THAN $825 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON SEPTEMBER 14, 2017, UNLESS THE OFFER IS EXTENDED (SUCH...
txn_type = TENDER_OFFER...Pozefsky (203) 458-5807 WHITE MOUNTAINS ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER HAMILTON, Bermuda, September 15, 2017 — White Mountains Insurance Group, Ltd. (NYSE: WTM) announced today the preliminary results of its “modified Dutch auction” tender offer to purchase up to 500,000 shares. The tender offer expired at 12:00 midnight, New York City time, at the end of the day on September 14, 2017. Based on a preliminary count by the depositary for the tender offer, 719,971 shares were properly tendered and not properly withdrawn at or below the final purchase price of $875 per share, including 37,884 s...
txn_type = TENDER_OFFEREX-99.(A)(5)(C) 2 a17-20231_13ex99da5c.htm EX-99.(A)(5)(C) Exhibit 99.(a)(5)(C) PRESS RELEASE CONTACT: Todd Pozefsky (203) 458-5807 WHITE MOUNTAINS ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER HAMILTON, Bermuda, September 19, 2017 — White Mountains Insurance Group, Ltd. (NYSE: WTM) announced today the final results of its “modified Dutch auction” tender offer. The tender offer expired at 12:00 midnight, New York City time, at the end of the day on September 14, 2017. Based on the final count by the depositary for the tender of...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2017-08-17 | SC TO-I | original (governing) | View |
| 2017-09-15 | SC TO-I/A | amendment | View |
| 2017-09-19 | SC TO-I/A | amendment | View |