For
avoidance of doubt, the VWAP used in the purchase price consideration will be
the volume-weighted average price of the Company’s common stock on the New York
Stock Exchange, as displayed under the heading “Bloomberg VWAP” on Bloomberg
page ATK.N <equity> AQR. Clarification will be reflected in the final
documentation of the tender offer.
Last Updated: 4:15PM, 6/25/14
Indicative
VWAP and Indicative Purchase Price for Alliant Techsystems Inc.’s Tender Offer
for its 3.00% Convertible Senior Subordinated Notes due 2024
On June 2, 2014, Alliant Techsystems
Inc. (the “Company”) commenced a tender offer (the “Tender Offer”) to purchase
any and all of its outstanding 3.00% convertible senior subordinated notes due
2024 (the “Notes”), upon the terms and subject to the conditions set forth in
the Company’s Offer to Purchase, dated June 2, 2014 (the “Offer to Purchase”),
and the related Letter of Transmittal (the “Letter of Transmittal”). The Tender
Offer will expire at 12:00 midnight, New York City time, at the end of the day
on June 27, 2014, unless the Tender Offer is extended or earlier terminated (as
may be extended, the “Expiration Date”).
The purchase price per $1,000
principal amount of Notes offered by the Company pursuant to the Tender Offer
will be determined in accordance with the pricing formula described in the
Offer to Purchase, provided that in no event will the purchase price per $1,000
principal amount of Notes be less than $1,382.41 or more than $1,906.50 per
$1,000 principal of Notes.
The table below provides an
indicative Average VWAP (as defined below) and the resulting indicative
purchase price per $1,000 principal amount of the Notes offered by the Company
pursuant to the Tender Offer, calculated using the pricing formula described in
the Offer to Purchase. The actual purchase price will be subject to the minimum
and maximum purchase prices described above.
|
Daily VWAP for 6/25/14 |
|
$
136.2985 |
|
Closing Stock Price |
|
$
136.6700 |
|
|
|
|
|
Average VWAP |
|
$
136.1569 |
|
|
|
|
|
Variable Component of Purchase Price |
|
$
1,783.97 |
|
Interest Component of Purchase Price |
|
$ 4.17 |
|
Fixed Component of Purchase Price |
|
$ 2.50 |
|
|
|
|
|
Final Purchase Price |
|
$
1,790.64 |
On each trading day of the Averaging
Period, this webpage will show the indicative Average VWAP and resulting
indicative Purchase Price that reflect the simple arithmetic average of the
Daily VWAP on the preceding trading days of the Averaging Period and the actual
Intra-Day VWAP during the elapsed portion of such subsequent trading day,
weighting the Daily VWAP for each preceding trading day in the period the same
as such actual Intra-Day VWAP.
For example, at any time during the 15th
trading day of the Averaging Period, the webpage will show the indicative
Average VWAP equal to (a) the sum of the Daily VWAP for the preceding 14
trading days plus the actual Intra-Day VWAP during the elapsed portion of the 15th
trading day divided by (b) 15, as well as the resulting indicative Purchase
Price, which may be the maximum Purchase Price.
Under the terms of the Tender Offer,
the “Average VWAP” means the simple arithmetic average of the Daily VWAPs (as
defined below) over the Averaging Period (as defined below).
Under the terms of the Tender Offer,
the “Averaging Period” means the period of 15 consecutive trading days
beginning on June 5, 2014 and ending on June 25, 2014. For the avoidance of
doubt, if up to three scheduled trading days during the period beginning on June
5, 2014 are not trading days, the Company will extend the Expiration Date by a
number of scheduled trading days that equals the number of scheduled trading
days that were not trading days.
Under the terms of the Tender Offer,
the “Daily VWAP” for any trading day means the per share volume-weighted
average price of the Company’s common stock on the New York Stock Exchange, as
displayed under the heading “Bloomberg VWAP” on Bloomberg page “ATK.N
<equity> AQR” (or its equivalent successor if such page is not
available), in respect of the period from the scheduled open of trading until
the scheduled close of trading of the primary trading session of the New York
Stock Exchange on such trading day. The Daily VWAP will be determined without
regard to pre-market hours or after hours trading or any other trading outside
of the regular trading session trading hours.
For the purposes of determining the
purchase price, “trading day” means a day during which trading in the Company’s
common stock generally occurs.
As used herein, “Intra-Day VWAP” at
any time on any day means the volume weighted average price of the Company’s
common stock on the New York Stock Exchange for the period beginning at the
official open of trading on that day and ending as of that time on that day, as
calculated by Bloomberg. The data used to derive the Intra-Day VWAP during the
Averaging Period will reflect a 20-minute reporting delay.
For the purposes of determining the
Purchase Price, in the event that on a trading day there is a market disruption
event, then the Daily VWAP for such trading day shall be the market value of
one share of the Company’s common stock on such trading day determined, using a
volume-weighted average method, by the Company.
“Market disruption event” means
|
• |
a failure by
the primary United States national or regional securities exchange or market
on which the Company’s common stock is listed or admitted to trading to open
for trading during its regular trading session or |
||
|
• |
the
occurrence or existence prior to 1:00 p.m., New York City time, on any
scheduled trading day for the Company’s common stock for more than one
half-hour period in the aggregate during regular trading hours of any
suspension or limitation imposed on trading (by reason of movements in price
exceeding limits permitted by the relevant stock purchase or otherwise) in
the Company’s common stock or in any options, contracts or future contracts
relating to the Company’s common stock. |
Further information regarding the Tender Offer can be found using
the links below:
· Notice
of Voluntary Offering Instructions
BofA Merrill Lynch is acting as dealer
manager for the Tender Offer. Global Bondholder Services Corporation is acting
as the depositary for the Tender Offer and as the information agent for the
Tender Offer. Questions regarding the Tender Offer should be directed to BofA Merrill Lynch by phone at (888) 292-0070 (toll-free).
Requests for copies of the Offer to Purchase and the Letter of Transmittal may
be directed to Global Bondholder Services Corporation by phone at (866)
470-4200 (toll-free) or (212) 430-3774 (collect).
None of ATK, its management or board
of directors, the dealer manager, the depositary or the information agent makes
any recommendation to any holder of Notes as to whether to tender any Notes.
None of ATK, its management or board of directors, the dealer manager, the
depositary or the information agent has authorized any person to give any
information or to make any representation in connection with the Tender Offer
other than the information and representations contained in the Offer to
Purchase or in the Letter of Transmittal. The complete terms and conditions of
the Tender Offer are set forth in the Offer to Purchase and Letter of
Transmittal and other related materials that ATK will distribute to the holders
of the Notes after these documents are filed with the Securities and Exchange
Commission (the “Commission”) as exhibits to ATK’s Schedule TO for the Tender
Offer. Holders of Notes should read the Offer to Purchase and Letter of
Transmittal and the other related materials because they contain important
information including various terms and conditions of the Tender Offer.
This webpage shall not constitute an
offer to purchase, a solicitation of an offer to purchase, or a solicitation of
an offer to sell securities. The Tender Offer may be made only pursuant to the
terms and conditions of the Offer to Purchase, the Letter of Transmittal and
the other related Offer materials. The Company will provide copies of the Tender
Offer materials upon request free of charge to holders of the Notes.