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SUBSEQUENT EVENTS | 12 Months Ended
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Dec. 31, 2013
SUBSEQUENT EVENTS |
SUBSEQUENT EVENTS | 28. SUBSEQUENT EVENTS On February 21, 2014, we announced a tender offer to purchase for cash up to $68.8 million in value of shares of our common stock at a price not greater than $21.00 nor less than $18.50 per share (the “Tender Offer”.) Upon the terms and subject to the conditions of the Tender Offer, promptly after the expiration date of the Tender Offer, we will determine a single price per share (the “Purchase Price”), which will be not greater than $21.00 nor less than $18.50 per share, that we will pay, subject to “odd lot” priority, proration and conditional tender provisions described in the tender and not properly withdrawn, and accepted for payment, taking into account the number of shares tendered pursuant to the Tender Offer and the prices specified by the tendering shareholders. The Purchase Price will be the lowest price per share (in increments of $0.10) of not greater than $21.00 nor less than $18.50 per share, at which shares have been properly tendered in the Tender Offer and not properly withdrawn, that will enable us to purchase the maximum number of shares properly tendered in the Tender Offer and not properly withdrawn having an aggregate purchase price not exceeding $68.8 million. All shares purchased in the Tender Offer will be purchased at the same Purchase Price regardless of whether the shareholder tendered at a lower price. However, because of the “odd lot” priority, proration and conditional tender provisions described in the Tender Offer materials, all of the shares tendered at or below the Purchase Price may not be purchased if shares having an aggregate value in excess of $68.8 million are properly tendered and not properly withdrawn. As of February 14, 2014, there were 42,108,496 shares of our common stock issued and outstanding. The maximum of 3,718,918 shares that we are offering to purchase pursuant to the Tender Offer represents approximately 8.8% of the total number of shares issued and outstanding as of February 14, 2014. Assuming the Tender Offer is fully subscribed, the minimum of 3,276,190 shares that we are offering to purchase pursuant to the Tender Offer represents approximately 7.8% of the total number of shares issued and outstanding as of February 14, 2014. On February 20, 2014, we also entered into repurchase agreements (the “Repurchase Agreements”) with each of Carlyle Financial Services Harbor, L.P. (“Carlyle”) and ACMO-CPF, L.L.C. (“Anchorage” and together with Carlyle, the “Lead Investors”), each of whom is the owner of 9,463,095 shares (representing 22.5% of the outstanding shares or 44.9% in the aggregate) of our common stock, pursuant to which we have agreed to purchase up to $28.1 million of shares of common stock from each of the Lead Investors at the Purchase Price (the “Share Repurchases”) (or an aggregate of $56.2 million of shares.) The Share Repurchases are scheduled to close on the eleventh business day following the expiration of the Tender Offer. The aggregate value of shares to be repurchased under the Repurchase Agreements will be proportionately reduced in the event that the Company purchases less than the maximum number of shares that it is able to purchase at the Purchase Price pursuant to the terms of the Tender Offer. In addition, each Lead Investor may tender in the Tender Offer, although neither Lead Investor has indicated to what extent such Lead Investor intends to do so. The Share Repurchases contemplated by the Repurchase Agreements are conditioned upon, among other matters, the Company purchasing shares in the Tender Offer in accordance with this its terms. If the Tender Offer is fully subscribed, the completion of the Tender Offer and the Share Repurchases will result in the repurchase by us of $125 million of shares in the aggregate. If the Tender Offer is fully subscribed at a Purchase Price of $21.00, the maximum Purchase Price pursuant to the Tender Offer, the completion of the Tender Offer and the Share Repurchases will result in the repurchase by us 5,952,380 shares of common stock, which would represent approximately 14.1% of our issued and outstanding shares. If the Tender Offer is fully subscribed at a Purchase Price of $18.50, the minimum Purchase Price pursuant to the Tender Offer, the completion of the Tender Offer and the Share Repurchases will result in the repurchase by the Company of 6,756,755 shares in the aggregate, which would represent approximately 16.0% of our issued and outstanding shares.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References No definition available. + Details
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