The company said its Board of Directors approved a share repurchase authorization of $2.0 billion and commenced a modified Dutch auction tender offer of up to $1.672 billion on May 13, 2024.

1. 01

   The company said its Board of Directors approved a share repurchase authorization of $2.0 billion and commenced a modified Dutch auction tender offer of up to $1.672 billion on May 13, 2024.

2. 02

   The company said the tender offer is being conducted in cash at a price of not less than $52.00 and not more than $60.00 per share, and will expire at June 10, 2024 midnight, New York City time. The Nasdaq closing price of its common stock on May 10 was $53.06 per share.

3. 03

   The company said the Baker Entities agreed not to tender or sell shares in the tender offer and instead to sell shares to the company after the offer is completed, on a pro rata basis, so that their ownership stake stays substantially equal to its current level of about 16.4%.

4. 04

   The company said that if the offer is fully subscribed, the purchase price for the Baker Entities’ shares is expected to be about $328.0 million. The purchase is expected to occur on the 11th business day after the offer expires and is subject to completion of the offer and other conditions.

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Original filing

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