Current Price – $27.47
Offer Price – $26 – $29
Upside – 5.5% or $151 (if the upper pricing limit is used)
Expiration date – 29 September 2014
GP Strategies Corporation, a Delaware corporation, invites our stockholders to tender up to $80 million in value of shares of our common stock, par value $0.01 per share, for purchase by us at a price not greater than $29.00 nor less than $26.00 per Share, net to the seller in cash.
As of August 29, 2014, we had 19,109,525 Shares outstanding. At the maximum Final Purchase Price of $29.00 per Share, we could purchase 2,758,621 Shares if the Offer is fully subscribed, which would represent approximately 14.4% of our issued and outstanding Shares as of August 29, 2014. At the minimum Final Purchase Price of $26.00 per Share, we could purchase 3,076,923 Shares if the Offer is fully subscribed, which would represent approximately 16.1% of our issued and outstanding Shares as of August 29, 2014.
No proration for Odd Lot holders:
If, based on the Final Purchase Price, more than $80 million in value of Shares are properly tendered and not properly withdrawn, we will purchase all Shares tendered at or below the Final Purchase Price on a pro rata basis, except for “odd lots” (of fewer than 100 Shares), which we will purchase on a priority basis.
Source of Funds:
The Offer is not subject to any financing condition. Assuming the Offer is fully subscribed, we expect the aggregate purchase price for the Shares, together with related fees and expenses, to be approximately $81 million. We plan to fund any purchase of Shares pursuant to the Offer, including the related fees and expenses, using funds borrowed under an amendment and restatement of our existing credit facility, which includes the addition of a term loan facility.