SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Schedule TO

(Amendment No. 1)

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)

30247C 400

(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

 

Transaction Valuation*   Amount of Filing Fee**
$29,375,000.00   $4,006.75
 
* 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 1.25 million outstanding shares of common stock, par value $0.001, are being purchased at the maximum possible tender offer price of $23.50 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: $4,006.75      Filing Party: FBR & Co.
Form of Registration No.: Schedule TO      Date Filed: May 21, 2013

 

¨   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: ¨

 

 

 

SCHEDULE TO

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO first filed by FBR & Co., a Virginia corporation (“FBR” or the “Company”), on May 21, 2013. The Schedule TO relates to the tender offer to purchase up to 1.25 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 $22.50 and not more than $23.50 in cash, without interest and subject to any applicable withholding taxes. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 21, 2013 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the accompanying Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal”), which together, as each may be amended or supplemented from time to time, constitute the “tender offer.” All information in the tender offer, including all schedules and annexes thereto, which were previously filed with the Schedule TO, is hereby incorporated herein by reference into this Amendment No. 1, except that such information is hereby amended and supplemented to the extent specifically provided for herein.

Items 1, 4 and 11. Summary Term Sheet; Terms of the Transaction; Additional Information

Items 1 and 4 of the Schedule TO are hereby amended and supplemented as follows:

FBR hereby clarifies that, consistent with the instructions to the Letter of Transmittal, and notwithstanding anything to the contrary in the Offer to Purchase, shares may tendered prior to the expiration of the tender offer at 12:00 Midnight, New York City time, on June 18, 2013 (unless extended) at (1) prices per share ranging from $22.50 to $23.50 in multiples of $0.20 or (2) at the Purchase Price determined by FBR, as described in more detail in the Offer to Purchase and Letter of Transmittal. Shares tendered may be withdrawn at any time prior to the expiration of the offer or at any time after 12:00 Midnight, New York City time, on July 17, 2013 (the fortieth business day following May 21, 2013), if FBR has not accepted the shares for payment by that time. In addition, FBR clarifies that, notwithstanding the incorporation of future filings by FBR with the Securities and Exchange Commission referenced in Section 11 of the Offer to Purchase, any amendment to the terms of the tender offer would be made by the filing of an amended Schedule TO.

Item 12. Exhibits.

 

Exhibit

No.

 

Description

(a)(1)(i)*   Offer to Purchase, dated May 21, 2013.
(a)(1)(ii)*   Letter of Transmittal.
(a)(1)(iii)*   Notice of Guaranteed Delivery.
(a)(1)(iv)*   Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated May 21, 2013.
(a)(1)(v)*   Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated May 21, 2013.
(a)(2)   None.
(a)(3)   Not applicable.
(a)(4)   Not applicable.
(a)(5)*   Press Release, dated May 21, 2013.
(b)   Not applicable.
(d)(1)(i)   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).
(d)(1)(ii)   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).
(d)(1)(iii)   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).
(d)(1)(iv)   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).
(d)(1)(v)   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).
(d)(1)(vi)   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).
(d)(1)(vii)   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).
(d)(1)(viii)   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).
(d)(1)(ix)   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).
(d)(1)(x)   Employment Agreement, dated December 13, 2012, by and between the Registrant and Richard J. Hendrix (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 13, 2012).
(d)(1)(xi)   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)   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).
(d)(1)(xiii)   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).
(d)(1)(xiv)   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).
(d)(1)(xv)   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).
(d)(1)(xvi)   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).
(d)(1)(xvii)   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).
(d)(1)(xviii)   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).
(d)(1)(xix)   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).
(d)(1)(xx)   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).
(d)(1)(xxi)   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).
(d)(1)(xxii)   2013 Performance Share Unit Award Letter to Richard J. Hendrix (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 15, 2013).
(g)   Not applicable.
(h)   Not applicable.

 

*  Previously filed with the Schedule TO on May 21, 2013.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

 

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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/ Richard J. Hendrix

Name:   Richard J. Hendrix
Title:   Chairman, Chief Executive Officer & President

Dated: June 10, 2013

 

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EXHIBIT INDEX

 

Exhibit

No.

 

Description

(a)(1)(i)*   Offer to Purchase, dated May 21, 2013.
(a)(1)(ii)*   Letter of Transmittal.
(a)(1)(iii)*   Notice of Guaranteed Delivery.
(a)(1)(iv)*   Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated May 21, 2013.
(a)(1)(v)*   Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated May 21, 2013.
(a)(2)   None.
(a)(3)   Not applicable.
(a)(4)   Not applicable.
(a)(5)*   Press Release, dated May 21, 2013.
(b)   Not applicable.
(d)(1)(i)   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).
(d)(1)(ii)   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).
(d)(1)(iii)   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).
(d)(1)(iv)   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).
(d)(1)(v)   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).
(d)(1)(vi)   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).
(d)(1)(vii)   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).
(d)(1)(viii)   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).
(d)(1)(ix)   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)   Employment Agreement, dated December 13, 2012, by and between the Registrant and Richard J. Hendrix (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 13, 2012).
(d)(1)(xi)   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).
(d)(1)(xii)   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).
(d)(1)(xiii)   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).
(d)(1)(xiv)   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).
(d)(1)(xv)   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).
(d)(1)(xvi)   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).
(d)(1)(xvii)   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).
(d)(1)(xviii)   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).
(d)(1)(xix)   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).
(d)(1)(xx)   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).
(d)(1)(xxi)   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).
(d)(1)(xxii)   2013 Performance Share Unit Award Letter to Richard J. Hendrix (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 15, 2013).
(g)   Not applicable.
(h)   Not applicable.

 

*  Previously filed with the Schedule TO on May 21, 2013.

 

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