BPI - Bridgepoint Education

[A_Hamilton]

Very nice gains on very little work siddharth18. Do you have multiple accounts with the same broker? If so, are they all different types of account (regular brokerage, Roth IRA, Traditional IRA, etc.)?

 

Any updates here? I see cash posted in my E*Trade, Fidelity, TradeKing, TDAmeriTrade accounts. I see 0 shares and no cash in my IB account but their rep informed me it'll be posted to my account in today's statement.

 

I see all 99 shares in my MerrillEdge account and ShareBuilder account. They aren't pro-rated yet so I'm going to assume they all will be tendered. Anyone in the same boat as me?

 

Should net about $1188 (including tender fees, trading fees) across all accounts - which I know is peanuts for the big boys here - but pretty sweet for me for placing ~12 trades, few calls/emails and waiting 15 days.

 

Cheers.

 

I manage my personal account, parents' personal account, their IRA accounts, and my HSA account.

 

Accounts are various brokerages are mainly from the time when I signed up for them when they ran sign up promos.

 

For example, with Sharebuilder, this year they had a blackfriday signup offer (screenshot http://i.imgur.com/FUMFPU4.png) where you could get $150 cash for placing 3 trades. So I signed up myself and my parents.

 

For this tender, my math was something like this:

 

Gross profit = $1568

Tender fees = $321

Trading commissions = $64

Net profit = $1183

 

Oh btw - this was my first tender.

 

Cheers!

 

PS: I'm looking at this list and wondering what's stopping someone from opening accounts at all of those places. It's a lot of work but once you have them set up, it should be easy as most places don't have minimum/dormancy fees but when a tender comes along, you could milk it very well. I know one guy who'd be interested!  ;D

 

It's called fraud...you attested to only having beneficial interest of 99 shares or less when you agreed to the tender.

[siddharth18]

It's called fraud...you attested to only having beneficial interest of 99 shares or less when you agreed to the tender.

 

Hi A_Hamilton,

 

I don't recall providing any affirmations that I only have beneficial interest of 99 shares. I simply bought 99 shares at a brokerage and submit instructions to tender them. I believe the onus is on the company to verify/cross-examine the ownership of how much shares each holder owns across multiple accounts if it so pleases. If they choose not to take this step due to various reasons (save costs, time, etc), it's their prerogative and they risk counting odd-lots for each beneficial holders more than once. I have never made any statement or action (implicit or explicit) that attested to me owning only 99 shares.

 

I do remember reading the prospectus thoroughly but don't recall any such clauses that prohibit me from buying shares at multiple brokerages and tendering all of them.

 

Nevertheless, I would welcome you to point me to a place in the company's prospectus mentions anything about this being prohibited/illegal/fraudulent.

 

Thanks in advance.

 

PS: Let's not kid ourselves - Barclays Capital (Dealer Manager), MacKenzie Partners Inc (Information Agent) and Wells Fargo Shareowner Services (Depositary) are all seasoned big boys (read: sharks) here and certainly BridgePoint is no patsy. Their actions would seem to imply that the marginal-cost of doing a share-count on each beneficial owner would exceeded the marginal-benefit.

[A_Hamilton]

It's called fraud...you attested to only having beneficial interest of 99 shares or less when you agreed to the tender.

 

Hi A_Hamilton,

 

I don't recall providing any affirmations that I only have beneficial interest of 99 shares. I simply bought 99 shares at a brokerage and submit instructions to tender them. I believe the onus is on the company to verify/cross-examine the ownership of how much shares each holder owns across multiple accounts if it so pleases. If they choose not to take this step due to various reasons (save costs, time, etc), it's their prerogative and they risk counting odd-lots for each beneficial holders more than once. I have never made any statement or action (implicit or explicit) that attested to me owning only 99 shares.

 

I do remember reading the prospectus thoroughly but don't recall any such clauses that prohibit me from buying shares at multiple brokerages and tendering all of them.

 

Nevertheless, I would welcome you to point me to a place in the company's prospectus mentions anything about this being prohibited/illegal/fraudulent.

 

Thanks in advance.

 

PS: Let's not kid ourselves - Barclays Capital (Dealer Manager), MacKenzie Partners Inc (Information Agent) and Wells Fargo Shareowner Services (Depositary) are all seasoned big boys (read: sharks) here and certainly BridgePoint is no patsy. Their actions would seem to imply that the marginal-cost of doing a share-count on each beneficial owner would exceeded the marginal-benefit.

 

Let's not kid ourselves, if one walks out of Walmart without paying for an item and walmart doesn't stop me because it's too expensive for them (from a liablilty standpoint), it's still stealing...not much difference here except you aren't having to walk out the door. I'm not saying you'll ever face trouble for this, I'm just calling it out for what it is.

 

Also, below is your reference...and just because one's broker does it on their behalf doesn't mean the individual is absolved of fault.

 

http://www.sec.gov/Archives/edgar/data/1305323/000119312513439325/d626214dex99a1e.htm

 

INSTRUCTION FORM WITH RESPECT TO

 

Offer to Purchase for Cash dated November 13, 2013

 

by

 

BRIDGEPOINT EDUCATION, INC.

 

of

 

Up to 10,250,000 Shares of its Common Stock

 

at a Purchase Price of $19.50 Per Share

 

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated November 13, 2013 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), in connection with the offer by Bridgepoint Education, Inc., a Delaware corporation (the “Company”), to purchase for cash up to 10,250,000 shares of its common stock, par value $0.01 per share, at a purchase price of $19.50 per share, without interest and less any applicable withholding taxes, on the terms and subject to the conditions of the Offer. Unless the context otherwise requires, all references to the shares shall refer to the common stock of the Company.

 

The undersigned hereby instruct(s) you to tender to the Company the number of shares indicated below or, if no number is indicated, all shares you hold for the account of the undersigned, on the terms and subject to the conditions of the Offer.

 

 

 

 

 

 

Number of shares to be tendered by you for the account of the undersigned:

 

                shares*

 

* Unless otherwise indicated, it will be assumed that all shares held by us for your account are to be tendered.

 

 

 

 

 

ODD LOTS

 

(See Instruction 13 of the Letter of Transmittal)

 

 

 

To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.

 

 

 

¨    By checking this box, the undersigned represents that the undersigned owns, beneficially  or of record, an aggregate of fewer than 100 shares and is tendering all of those shares.

 

 

 

 

CONDITIONAL TENDER

 

(See Instruction 12 of the Letter of Transmittal)

 

A tendering stockholder may condition his or her tender of shares upon the Company purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares you indicate below is purchased by the Company pursuant to the terms of the Offer, none of the shares tendered by you will be purchased. It is the tendering stockholder’s responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and you are urged to consult your own tax advisor before completing this section. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional.

 

 

 

¨    The minimum number of shares that must be purchased from me, if any are purchased from  me, is:                  shares.

 

 

If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares and checked this box:

 

¨    The tendered shares represent all shares held by the undersigned.

 

 

 

 

 

 

 

 

--------------------------------------------------------------------------------

 

The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

 

 

 

 

Signature(s):

   

 

Name(s):

   

(Please Print)

 

Taxpayer Identification or Social Security Number:

   

 

Address(es):

   

 

(Including Zip Code)

 

 

Area Code/Phone Number:

   

 

Date:

   

 

 

 

 

 

[siddharth18]

My apologies A_Hamilton for my ignorance (and the egg on my face!). I'm surprised by the fact that none of the (7) brokers that tendered shares for me asked me whether I had shares held at other brokerages. In fact, E*Trade rep even went far as to suggest that I could do this at other brokerages without so much as a hiccup. Not that I expect a broker to educate me, but this seems like a rather strong clause/enforcement that I'd think would be enforced. I definitely wouldn't have done it if I had known that tendering requires express affirmation that I only hold 99 or fewer shares and am tendering all of them. I now understand that knowingly misrepresenting one's ownership in a tender is fraud, of which I don't wish to be a part of. But I wasn't aware that I was misrepresenting my position because I wasn't asked by my broker (who ostensibly filled out the tender form on my behalf) and figured it was safe to assume that the company already knew what it wanted to know regarding ownership.

 

Before the tender, I read the "SC TO-I" (schedule) and "EX-99.A.1.A" while placing special emphasis on the "risk factors" (for obvious reasons) but didn't care to glance at "(a)(1)(D)"

 

My comment regarding all the seasoned players was about the likelihood of them pro-rating my shares (which you seem to agree on), and not about the legal implications - which I certainly care about - but wasn't aware of - ex-ante.

 

Cheers.

[StubbleJumper]

So, taking it a step further, if I own 99 shares of BPI in my brokerage account and I own $100k of a mutual fund which has a minor investment in BPI, then I have beneficial ownership of more than 99 shares and would technically be ineligible for the odd-lot provision?