Helen of Troy (HELE) – Odd Lot Tender Offer – $410 potential

Current Price – $62.36

Offer Price - $57.75 – $66.50

Upside - 6.6% or $410 for Odd Lot holders

Downside – 7.4% or -$456 for Odd Lot holders

Expiration date – March 10, 2014

Odd Lot holders (less than 100 shares) are not subject to proration

SEC Filling

Summary:

Helen of Troy Limited, a Bermuda company is offering to purchase for cash, an aggregate of up to $300 million of our outstanding common shares, par value $0.10 per share (the “Common Stock”), at a price not greater than $66.50 per share nor less than $57.75 per share, less any applicable withholding taxes and without interest.

Assuming the Offer is fully subscribed, if the Final Purchase Price is $66.50 per share, the Company would repurchase 4,511,278 shares and if the Final Purchase Price is $57.75 per share, the Company would repurchase 5,194,805 shares, which would represent approximately 14.06% and 16.19%, respectively, of the Company’s currently outstanding Common Stock.

No proration for Odd Lot holders:

 If the conditions of the Offer have been satisfied or waived, you own, beneficially or of record, fewer than 100 shares of Common Stock in the aggregate, you properly tender all of those shares of Common Stock at or below the Final Purchase Price prior to the Expiration Time and they are not properly withdrawn prior to the Expiration Time and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed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 the proration procedure.

Source of Funds:

We are offering to purchase an aggregate of up to $300 million of shares of our outstanding Common Stock. We expect that expenses for the Offer will be approximately $2.3 million. We intend to use a combination of cash on hand and borrowings under our existing revolving credit facility to pay for all Common Stock that we purchase in the Offer and all fees and expenses applicable to the Offer.