WILLIS LEASE FINANCE CORP WLFC
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 | 2015-12-16 |
| 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 $15.50 to $18.00 per share, in steps of $0.25 |
| Most an odd-lot tender could be | $1,534.50 to $1,782.00 |
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...will I be subject to proration? If you own, beneficially or of record, fewer than 100 shares in the aggregate, you validly tender all of these shares at or below the Purchase Price prior to the Expiration Time (and do not validly withdraw such shares) and you complete the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the Offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration. See Section 1. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw your tendered shares at any time prior to the...
expiry = 2015-12-16...NG COMMON STOCK FOR AN AGGREGATE PURCHASE PRICE NOT EXCEEDING $8 MILLION AT A PER SHARE PURCHASE PRICE NOT LESS THAN $15.50 PER SHARE NOR GREATER THAN $18.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 16, 2015, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH TIME, AS IT MAY BE EXTENDED, THE "EXPIRATION TIME"). Willis Lease Finance Corporation, a Delaware Corporation (the "Company," "WLFC," "we," or "us"), is offering to purchase for cash up to...
listed = True...of issued and outstanding shares of the Company as of November 13, 2015. The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to a number of other terms and conditions. See Sections 7 and 9. Our shares are listed on The NASDAQ Global Market ("NASDAQ") and trade under the symbol "WLFC." On November 16, 2015, the reported closing price of our shares on NASDAQ was $15.70 per share. You are urged to obtain current market quotations for our shares before deciding whether, and at what price or prices, to tender your shares pursuant to the Offer. See Section 8. Neither the Securiti...
mechanism = DUTCH...re Corporation (the "Company," "WLFC," "we," or "us"), is offering to purchase the Shares. See Section 1. 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 procedure commonly called a modified "Dutch auction." Upon the terms and subject to the conditions of the Offer, we are offering to purchase for cash up to 516,129 shares of our common stock, $0.01 par value ("common stock" or "shares"), pursuant to (i) Auction Tenders at prices specified by the tendering stockholders of not less than $15.50 nor greater than $18.00 per share or (ii) Purch...
must_tender_all = True...res tendered and not validly withdrawn prior to the Expiration Time would result in an aggregate purchase price of more than $8 million, we will purchase shares in the following order of priority: •First, from all holders of "odd lots" of less than 100 shares who validly tender all of their shares at or below the Purchase Price, and do not validly withdraw them prior to the Expiration Time (tenders of less than all of the shares owned, beneficially or of record, by such "odd lot" stockholders will not qualify for this preference); •Second, from all other stockholders who validly tender shares at or below the Purchase Price, and do...
price = USD 15.5-18.0...r. Promptly after the Expiration Time, we will, upon the terms and subject to the conditions of the Offer, determine a single price per share (the "Purchase Price"), which will be not less than $15.50 and not greater than $18.00 per share, that we will pay for outstanding shares validly tendered in the Offer and not validly withdrawn. The Purchase Price will be the lowest price per share, not less than $15.50 and not greater than $18.00 per sha...
priority = True...hase Price or pursuant to Purchase Price Tenders will receive the Purchase Price, payable in cash, without interest, but subject to applicable withholding taxes, for all shares purchased upon the terms and subject to the conditions of the Offer, including the provisions relating to "odd lot" priority, proration and conditional tender described below. Under a Purchase Price Tender, shares will be purchased, upon the terms and subject to the conditions of the Offer, at the Purchase Price. If you wish to maximize the chance that your shares will be purchased by us in the Offer, you should validly tender your shares pursuant to a Purchas...
threshold = 100...ecified number of shares, it is possible that none of those shares will be purchased. Odd Lots. The term "odd lots" means all shares validly tendered prior to the Expiration Time at prices at or below the Purchase Price and not validly withdrawn by any person 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 (an "Odd Lot Holder"). To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd lots will be accepted for...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 a2226621zex-99_a1a.htm EX-99.(A)(1)(A) QuickLinks -- Click here to rapidly navigate through this document Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY WILLIS LEASE FINANCE CORPORATION OF UP TO 516,129 SHARES OF ITS OUTSTANDING COMMON STOCK FOR AN AGGREGATE PURCHASE PRICE NOT EXCEEDING $8 MILLION AT A PER SHARE PURCHASE PRICE NOT LESS THAN $15.50 PER SHARE NOR GREATER THAN $18.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEM...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2015-11-17 | SC TO-I | original (governing) | View |