FBR & Co. Announces Preliminary Results of Self-Tender Offer
FBR & Co. (Nasdaq: FBRC) today announced the preliminary results of its previously announced modified "Dutch auction" tender offer to purchase up to 4,000,000 shares of its common stock at a price between $2.75 and $3.00, which expired at 12:00 midnight, New York City time, on Wednesday, June 13, 2012. Based on a preliminary count by American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, a total of 10,064,414 shares of FBR common stock were properly tendered and not withdrawn in the tender offer at a price of $2.75 per share (or by shareholders electing to tender at the ultimate purchase price determined under the tender offer terms), including 43,311 shares that were tendered through notice of guaranteed delivery. Pursuant to the terms of the offer, FBR has elected to purchase 1,107,000 additional common shares (within up to 2% of the outstanding shares of its common stock).
Accordingly, based on the preliminary results, FBR expects to purchase the 4,000,000 shares FBR initially offered to purchase, and an additional 1,107,000 shares at the clearing price pursuant to its option to increase the size of the offering by up to 2% of the outstanding class of common stock, for a total cost of $14,044,250, excluding fees and expenses relating to the tender offer. These shares represent approximately 9.2% of the shares outstanding as of June 12, 2012. Because the number of shares tendered at the $2.75 purchase price (or by shareholders electing to tender at the ultimate purchase price determined under the tender offer terms) exceeds the number of shares that FBR offered to purchase, the resulting estimated proration factor is approximately 50.7%.
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