Current Price – $20.7 (it is a spin-off from 3 days ago, so share price is volatile and might decline to a more favorable levels for the tender offer)
Offer Price – $19 - $21
Upside – 1.5% or $10 ( for odd lot holders, if the upper pricing limit is used)
Expiration date – 5 March 2015
We are conducting the Offer by means of a process commonly referred to as a modified “Dutch Auction”. This approach allows each stockholder to indicate the price (within a range established by us) that the stockholder would be willing to sell Shares back to us. In this case, we are offering to purchase for cash up to $125,000,000 in value of our Shares pursuant to tenders at a price specified by the tendering stockholders of not greater than $21.00 nor less than $19.00 per Share subject to the terms and conditions of the Offer. We will set the Purchase Price at the lowest price per Share (in increments of $0.50) that will allow us to purchase up to $125,000,000 in value of tendered Shares.
At the maximum price of $21.00 per Share, we could purchase approximately 5,952,381 Shares if the Offer is fully subscribed, which would represent approximately 5.2% of the issued and outstanding Shares immediately following the Distribution. At the minimum price of $19.00 per Share, we could purchase approximately 6,578,947 Shares if the Offer is fully subscribed, which would represent approximately 5.8% of the issued and outstanding Shares immediately following the Distribution.
No proration for Odd Lot holders:
First, we will purchase all the Shares properly tendered at or below the Purchase Price and not properly withdrawn by any “odd lot holder” (a stockholder of less than 100 Shares) who tenders all of that holder’s Shares
Source of Funds:
We anticipate funding the Offer and all related fees and expenses with the Capital Contribution and cash on our balance sheet. As of February 3, 2015 we had approximately $220 million in available cash on our balance sheet.