National Bank Holdings (NBHC) – Tender Offer with Odd Lot Provision – $110 potential upside

Current Price – $21.39;

Offer Price – $19.6 – $22.5;

Upside – $110 or 5% (if the upper pricing limit is used)

Expiration date –  31 July 2015

SEC Filling



National Bank Holdings Corporation, a Delaware corporation, hereby offers to purchase for cash up to $100.0 million of shares of its issued and outstanding Class A common stock, at a price not less than $19.60 and not more than $22.50 per share. Assuming that the conditions to the tender offer are satisfied or waived and the tender offer is fully subscribed, if the purchase price per share is $19.60 we would purchase 5,102,040 shares and if the purchase price per share is $22.50 we would purchase 4,444,444 shares, representing approximately 14.6% and 12.7%, respectively, of our outstanding shares as of the date of this Offer to Purchase.


No proration for Odd Lot holders:

First, we will purchase all the Shares, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares and do not properly withdraw them before the expiration of the Offer;


Source of Funds:

Assuming tender offer is fully subscribed, we expect that the aggregate purchase price will be $100.0 million. We expect to fund the purchase of shares tendered in the tender offer and the payment of related fees and expenses from cash on hand. We do not have any alternative financing arrangement or alternative financing plans.