Current Price – $18.88
Offer Price – $18.00- $19.75
Upside – potentially 5% or $90 (if the upper pricing limit is used)
Expiration date – 21 March 2016
No proration for odd lot holders
Summary:
We are conducting the tender offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price per share (in increments of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the tender offer is $18.00 to $19.75 per share. We will determine the purchase price that we will pay per share promptly after the expiration of the tender offer. The purchase price will be the lowest price at which, based on the number of shares tendered and the prices specified by the tendering shareholders, we can purchase $30,000,000 in value of shares, or a lower amount depending on the number of shares that are properly tendered and not properly withdrawn prior to the expiration of the tender offer.
At the maximum purchase price of $19.75 per share, we could purchase 1,518,987 shares if the tender offer is fully subscribed, which would represent approximately 17.0% of our issued and outstanding common stock as of February 15, 2016. At the minimum purchase price of $18.00 per share, we could purchase 1,666,666 shares, which would represent approximately 18.7% of our issued and outstanding common stock as of February 15, 2016.
No proration for odd lot holders
If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price before the tender offer expires and you complete the section entitled “Odd Lots” in the letter of transmittal, and, if applicable, the notice of guaranteed delivery, we will purchase all of your shares without subjecting them to the proration procedure.
Source and amount of funds
Our intent is to purchase up to $30,000,000 in value of shares of our common stock. However, we reserve the right, in our sole discretion, to purchase additional shares in the tender offer, subject to applicable law. We anticipate that we will purchase shares tendered in the tender offer and pay the related fees and expenses, estimated to be approximately $200,000, with cash on hand and by borrowing under our existing revolving credit facility. As of January 2, 2016, we had cash on hand of approximately $38 million and approximately $123 million available under our revolving credit facility.