FBR & Co Dutch Auction Tender

  • Company: FBR & Co
  • Ticker: FBRC
  • Market Cap: 279M
  • Size of Action: 1.25mil shares or approximately 10% of outstanding share
  • Type of Transaction: Dutch Auction Tender
  • Current Price: $24.40 (June 4th)
  • Tender Price: Between $22.50 and $23.50
  • Potential Gain (%): NA
  • Expiration: Midnight June 18, 2013
  • Tender Limit (Shares): 99
  • Max Investment ($): $2,415
  • Max Gain ($): NA
  • Sec Filing: http://www.sec.gov/Archives/edgar/data/1371446/000119312513229037/d541232dex99a1i.htm
  • Summary: FBR & Co., a Virginia corporation (“we,” “us” or the “Company”), invites its stockholders to tender up to 1,250,000 shares of its common stock, $0.001 par value per share (the “shares”), for purchase by the Company at a price not less than $22.50 and not more than $23.50 per share, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in this Offer to Purchase, in the related Letter of Transmittal and in the other tender offer materials filed as exhibits to the Issuer Tender Offer Statement on Schedule TO (collectively, as they may be amended or supplemented from time to time, the “tender offer materials”). The terms and conditions set forth in the tender offer materials collectively constitute the “tender offer.” Upon the terms and subject to the conditions of this Offer to Purchase, including the provisions relating to “odd lot” priority, proration and conditional tenders described in this Offer to Purchase, we will determine a single per share price that we will pay for shares properly tendered and not properly withdrawn from the tender offer, taking into account the total number of shares tendered and the prices specified by tendering stockholders. We will select the lowest purchase price, not less than $22.50 and not more than $23.50 per share, that will allow us to purchase 1,250,000 shares, or such lesser number of shares properly tendered and not properly withdrawn
  • Source of Funds: 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.
  • Odd Lots:  If more than 1,250,000 shares are tendered, all shares tendered will be purchased on a pro rata basis, except for “odd lots” (lots held by owners of fewer than 100 shares), which will be purchased on a priority basis. The tender offer is not conditioned on any minimum number of shares being tendered. See Section 7.
  • Analysis Update: Spread is currently negative. I would not invest in this tender on the hopes of the offer getting raised.
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