Franklin Covey (FC) – Dutch Auction with Odd Lot provision – 9% potential upside

Current Price – $16.29

Offer Price – $15.5 – $17.75

Upside – 9% or $140 (if the upper pricing limit is used)

Expiration date –  12 January 2016

SEC Filling



We are offering to purchase up to $35,000,000 in value of shares in the Offer. On the terms and subject to the conditions of the Offer, we will determine a single per share price, not greater than $17.75 per share nor less than $15.50 per share, net to the seller in cash, less any applicable withholding taxes and without interest, that we will pay for shares properly tendered and not properly withdrawn in the Offer, taking into account the total number of shares tendered and the prices specified by tendering shareholders. After the Offer expires, we will look at the prices chosen by shareholders for all of the shares properly tendered and not properly withdrawn. We will then select the lowest purchase price (in multiples of $0.25) within the price range specified above that will allow us to purchase $35,000,000 in value of shares, or a lower amount depending on the number of shares properly tendered and not properly withdrawn. If the Offer is fully subscribed at a purchase price of $17.75 per share, we will repurchase 1,971,830 shares. The maximum number of shares we will repurchase is 2,258,064 shares, which would represent approximately 13.9% of our issued and outstanding shares as of November 27, 2015


No proration for Odd Lot holders:

If you own, beneficially or of record, fewer than 100 shares in the aggregate, you validly tender all of these shares at or below the Purchase Price  and all conditions to the Offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration.


Source of Funds:

Our intent is to purchase up to $35,000,000 in value of shares of our common stock. However, we expressly reserve the right, in our sole discretion, to purchase additional shares pursuant to the Offer, subject to applicable law. The Offer is expected to be funded with (i) available cash from operations and (ii) either the Revolving Line or, if in place prior to the expiration of the offer, the $20 million Term Loan. As of December 7, 2015, the Company had cash on hand of approximately $22 million, and there was $30 million available under the Revolving Line. In the event the new $20 million Term Loan is in place prior to the consummation of the Offer and the Company uses it to fund the Offer, the Company will amend this Offer to Purchase with the material terms of the Term Loan.