Current Price – $8.8
Offer Price – $8.5 – $9.25
Upside – 5% or $45 ( for odd lot holders, if the upper pricing limit is used)
Expiration date – 19 December 2014
Summary:
We are conducting this Offer by means of a procedure commonly called a modified “Dutch auction”. We are offering to purchase for cash up to $100,000,000 in value of our common stock, par value $0.0001 per share (the “Common Stock”), at a price specified by the tendering stockholders of not greater than $9.25 nor less than $8.50 per share of Common Stock, net to the seller in cash.
At the maximum price of $9.25 per share of Common Stock, we could purchase approximately 10,810,811 shares of Common Stock if the Offer is fully subscribed, which would represent approximately 6.4% of our issued and outstanding shares as of immediately after the listing of the Common Stock on the NYSE on November 21, 2014 (the “Listing Time”). At the minimum price of $8.50 per share of Common Stock, we could purchase approximately 11,764,706 shares of Common Stock if the Offer is fully subscribed, which would represent approximately 7.0% of our issued and outstanding shares as of immediately after the Listing Time
No proration for Odd Lot holders:
Stockholders holding fewer than 100 shares of Common Stock may have their shares accepted for payment before any proration of other tendered shares of Common Stock.
Source of Funds:
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 $156.1 million of available cash and cash equivalents as of September 30, 2014 and approximately $140.0 million available under the Credit Facility as of September 30, 2014. The Offer is not subject to a financing contingency.