Current Price – $17.5
Offer Price – $19 – $21
Upside – $150 or 8.5% (if lower pricing limit is used)
Expiration date – 19 August 2015
No proration for odd lot holders
TIER REIT, Inc., hereby offers to purchase for cash up to $50 million in value of shares of its common stock, par value $0.0001 per share, at a price specified by the tendering stockholders of not greater than $21.00 nor less than $19.00 per share of Common Stock, net to the seller in cash. At the maximum price of $21.00 per share of Common Stock, we could purchase approximately 2,380,952 shares of Common Stock if the Offer is fully subscribed, which would represent approximately 4.8% of our issued and outstanding shares as of immediately after the listing of the Common Stock on the NYSE on July 23, 2015 (the “Listing Time”). At the minimum price of $19.00 per share of Common Stock, we could purchase approximately 2,631,578 shares of Common Stock if the Offer is fully subscribed, which would represent approximately 5.3% of our issued and outstanding shares as of immediately after the Listing Time.
No proration for Odd Lot holders:
First we will purchase all shares owned in “odd lots” (less than 100 shares) that have been validly tendered at or below the Purchase Price.
Source of Funds:
If the Offer is fully subscribed, we expect the aggregate purchase price for the shares of Common Stock in the Offer, together with all related fees and expenses, to be approximately $51.4 million. We intend to fund the Purchase Price for shares of Common Stock accepted for payment pursuant to the Offer, and related fees and expenses, from available cash and/or borrowings under the Credit Facility. We had approximately $153.2 million of available cash and cash equivalents as of June 30, 2015 and approximately $65.7 million available under the Credit Facility as of June 30, 2015. The Offer is not subject to a financing contingency. The descriptions of the Credit Facility set forth in Item 1.01 in the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2015, are incorporated by reference into this Offer to Purchase.