Resources Connection says 6,515,264 shares validly tendered in 'Dutch auction'
Resources Connection announced the final results of its modified "Dutch auction" tender offer to purchase up to 6M shares of its common stock at a price per share not greater than $16.00 nor less than $13.50, which expired at 12:00 midnight, New York City time, on Tuesday, November 15, 2016. Based on the final count by the depositary for the tender offer, an aggregate of 6,515,264 shares of the Company's Common Stock were validly tendered and not validly withdrawn at or below the price of $16.00 per share, including approximately 892,629 shares that were tendered through notice of guaranteed delivery. The Company acquired 6,515,264 shares of its Common Stock at a price of $16.00 per share, for a total cost of approximately $104,244,224, excluding fees and expenses relating to the tender offer. These shares represent approximately 18.0% of the Company's total outstanding Common Stock as of November 15, 2016. The shares of Common Stock accepted for purchase include the 6,000,000 shares the Company initially offered to purchase and 515,264 additional shares that the Company elected to purchase pursuant to its right to purchase up to an additional 2% of its outstanding shares. Because the aggregate number of shares of the Company's Common Stock that were validly tendered and not validly withdrawn was less than the total number of shares that the Company could have acquired if the entire additional 2% could have been exercised, all of the shares of the Company's Common Stock that were validly tendered and not validly withdrawn were acquired. The depositary will promptly pay for the shares accepted for purchase and will promptly return all shares tendered and not accepted for purchase. After giving effect to the purchase of the shares, the Company will have outstanding approximately 29.6M shares of Common Stock. The Company funded the share purchases in the tender offer with $46,244,224 of cash and cash equivalents on hand and through funds borrowed under its existing revolving credit facility. The tender offer was made pursuant to an Offer to Purchase and Letter of Transmittal, each filed with the SEC on October 18, 2016, as amended on October 27, 2016 and November 16, 2016.