Amended Tender Offer Statement by Issuer (sc To-i/a)
December 26 2012 - 6:29AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
Schedule TO
(Amendment No. 4)
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
________________________
FBR & CO.
(Name of Issuer)
________________________
FBR & CO. (Issuer)
(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))
Common Stock, $0.001 Par Value
(Title of Class of Securities)
30247C301
30247C202
30247C103
(CUSIP Number of Class of Securities)
Gavin A. Beske
Senior Vice President and General Counsel
1001 Nineteenth Street North
Arlington, VA 22209
(703) 312-9500
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
________________________
Copy to:
Nicholas G. Demmo, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of
Filing Fee**
|
|
$14,000,000.00
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$1,909.60
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* Estimated solely for the purpose of determining the amount of the filing fee. Pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended, this amount was calculated assuming that 4 million outstanding shares of common stock, par value $0.001, are being purchased at the maximum possible tender offer price of $3.50 per share.
** The amount of filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, is calculated by multiplying the transaction valuation by 0.00013640.
x
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $1909.60
Form of Registration No.: Schedule TO and Schedule TO-I/A
Filing Party: FBR & Co.
Date Filed: November 5, 2012 and December 5, 2012
¨
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
¨
third-party tender offer subject to Rule 14d-1
x
issuer tender offer subject to Rule 13e-4
¨
going-private transaction subject to Rule 13e-3
¨
amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results of the tender offer:
x
This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO originally filed by FBR & Co., a Virginia corporation (“FBR” or the “Company”), on November 5, 2012 and amended by Amendment No. 1 filed on November 16, 2012, Amendment No. 2 filed on December 5, 2012 and Amendment No. 3 filed on December 19, 2012 (as amended, the “Schedule TO”). The Schedule TO relates to the tender offer by FBR to purchase up to 4 million shares of its common stock, $0.001 par value per share (the “shares”), or such lesser number of shares as are properly tendered and not properly withdrawn, at a price per share of not less than $3.25 and not more than $3.50, net to the seller in cash, without interest and subject to any applicable withholding taxes. The Company’s offer was made upon the terms and subject to the conditions set forth in the original Offer to Purchase, dated November 5, 2012 (the “Original Offer to Purchase”), as amended and supplemented by the Supplement to the Offer to Purchase, dated December 5, 2012 (the “Supplement to the Offer to Purchase” and, together with the Original Offer to Purchase, as may be further amended or supplemented from time to time, the “Offer to Purchase”), and in the accompanying Amended Letter of Transmittal (as may be further amended or supplemented from time to time, the “Amended Letter of Transmittal”), which together constitute the “Tender Offer.”
All information in the Tender Offer, including all schedules and annexes thereto, that was previously filed with the Schedule TO is hereby expressly incorporated by reference into this Amendment No. 4, except that such information is hereby amended and supplemented to the extent specifically provided for herein.
Items 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented as follows:
On December 24, 2012, FBR issued a press release announcing the final results of the Tender Offer, which expired at 12:00 midnight, New York City time, on December 18, 2012. A copy of the press release is filed as Exhibit (a)(5)(v) to the Schedule TO and is incorporated herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit to the exhibit index:
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(a)(5)(v)
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Press Release, dated December 24, 2012.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
FBR & CO.
By:
/s/
Bradley J. Wright
Name:
Bradley J. Wright
Title:
Executive Vice President and Chief Financial Officer
Dated: December 26, 2012
EXHIBIT INDEX
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Exhibit No
.
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Description
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(a)(1)(i)*
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Offer to Purchase, dated November 5, 2012.
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(a)(1)(ii)*
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Letter of Transmittal.
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(a)(1)(iii)*
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Notice of Guaranteed Delivery.
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(a)(1)(iv)*
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Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated November 5, 2012.
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(a)(1)(v)*
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Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated November 5, 2012.
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(a)(1)(vi)***
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Supplement to the Offer to Purchase, dated December 5, 2012.
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(a)(1)(vii)***
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Amended Letter of Transmittal.
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(a)(1)(viii)***
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Amended Notice of Guaranteed Delivery.
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(a)(1)(ix)***
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Amended letter to brokers, dealers, commercial banks, trust companies and other nominees, dated December 5, 2012.
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(a)(1)(x)***
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Amended letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated December 5, 2012.
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(a)(2)
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None.
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(a)(3)
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Not applicable.
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(a)(4)
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Not applicable.
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(a)(5)(i)*
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Press Release, dated November 5, 2012.
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(a)(5)(ii)**
(a)(5)(iii)***
(a)(5)(iv)****
(a)(5)(v)
(b)
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Press Release, dated November 16, 2012.
Press Release, dated December 5, 2012.
Press Release, dated December 19, 2012.
Press Release, dated December 24, 2012.
Not applicable.
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(d)(1)(i)
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Form of Amended and Restated Voting Agreement, dated as of May 20, 2009, between Friedman, Billings, Ramsey Group, Inc., FBR TRS Holdings, Inc., FBR Capital Markets Corporation, Forest Holdings LLC and Forest Holdings (ERISA) LLC (incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(ii)
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2006 Long-Term Incentive Plan (as Amended and Restated Effective June 3, 2010) (incorporated by reference to Exhibit 10(i) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(iii)
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Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(iv)
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Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(v)
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Professional Services Agreement, dated as of July 20, 2006, between the Registrant and Crestview Advisors, L.L.C. (incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(vi)
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Amendment No. 2 to Professional Services Agreement, dated June 14, 2010, between the Registrant and Crestview Advisors, L.L.C. (incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(vii)
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Form of Subscription Agreement with respect to the Registrant’s Director Stock Purchase Plan (incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(viii)
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2007 Employee Stock Purchase Plan, amended as of April 23, 2007 (incorporated by reference from Amendment No. 1 to the Registrant’s Registration Statement on Form S-1/A (Registration No. 333-141987), filed with the Commission on May 10, 2007).
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(d)(1)(ix)
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Description of the Registrant’s 2008 Incentive Compensation Program (incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(x)
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Retention Incentive Agreement, dated April 30, 2008, by and between the Registrant and Richard J. Hendrix (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(xi)
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Form of Amendment to Original 2008 Performance RSU Award Agreement (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(xii)
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Form of August 2008 Performance RSU Award Agreement (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(xiii)
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Form of Stock Option Agreement (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(xiv)
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Retirement Agreement between the Registrant and Eric F. Billings, dated December 21, 2008 (incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(xv)
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Director Agreement between the Registrant and Eric F. Billings, dated December 21, 2008 (incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(xvi)
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Form of LTIP RSU Award Agreement (incorporated by reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(xvii)
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RSU Award Agreement, dated February 9, 2010, between the Registrant and Richard J. Hendrix (incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(xviii)
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Stock Option Agreement, dated February 9, 2010, between the Registrant and Richard J. Hendrix (incorporated by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(xix)
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FBR Capital Markets Corporation 2010 Partner Leveraged Stock Purchase Program, as amended and restated (incorporated by reference to Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(xx)
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FBR & Co. Retention and Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 14, 2012).
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(d)(1)(xxi)
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Form of RSU award agreement pursuant to the FBR & Co. Retention and Incentive Plan/2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on February 14, 2012).
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(g)
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Not applicable.
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(h)
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Not applicable.
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* Previously filed with the Schedule TO on November 5, 2012
** Previously filed with Amendment No. 1 on November 16, 2012
*** Previously filed with Amendment No. 2 on December 5, 2012
**** Previously filed with Amendment No. 3 on December 19, 2012
Exhibit (a)(5)(v)
FBR & Co. Announces Final Results of Self-Tender Offer
Arlington, Virginia — December 24, 2012 — FBR & Co. (Nasdaq: FBRC) today announced the final results of its previously announced modified “Dutch auction” tender offer to purchase up to 4 million shares of its common stock at a price between $3.25 and $3.50, which expired at 12:00 midnight, New York City time, on Tuesday, December 18, 2012. FBR has accepted for purchase 193,666 shares of its common stock at a purchase price of $3.50 per share. The tender offer was not subject to proration. Payment for the shares accepted for purchase under the tender offer will be made promptly, and any shares tendered and not purchased will be promptly returned to stockholders.
FBR is purchasing the shares, which represent approximately 0.4% of the shares outstanding as of December 21, 2012, at a total cost of $677,831, excluding fees and expenses relating to the tender offer. FBR expects to have approximately 48,819,850 shares of its common stock outstanding immediately following consummation of the tender offer.
FBR is authorized to repurchase additional shares of its common stock from time to time through open market purchases, at prevailing market prices or in privately negotiated or other transactions. FBR’s share repurchase program may be modified or terminated by FBR’s board of directors at any time. Pursuant to Rule 13e-4(f) under the Securities Exchange Act of 1934, as amended, any such additional repurchases by FBR of shares of its common stock shall not occur prior to January 4, 2013.
FBR Capital Markets & Co. served as the dealer manager for the tender offer, and D.F. King & Co., Inc. is serving as the information agent. Questions regarding the tender offer should be directed to D.F. King & Co., Inc. at (800) 659-6590 (Toll-free).
About FBR & Co.
FBR & Co. (Nasdaq: FBRC) provides investment banking, merger and acquisition advisory, institutional brokerage and research services through its subsidiary FBR Capital Markets & Co. FBR focuses capital and financial expertise on the following industry sectors: consumer; diversified industrials; energy & natural resources; financial institutions; insurance; real estate; and technology, media & telecom. FBR is headquartered in the Washington, D.C. metropolitan area with offices throughout the United States. For more information, please visit www.fbr.com.
CONTACT: FBR & Co.
Investor Contacts:
Bradley J. Wright
703-312-9678
bwright@fbr.com
or
Media Contacts:
Shannon Small
703-469-1190
media@fbr.com
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