DLM » Topics » Off-Balance Sheet Arrangements

This excerpt taken from the DLM 10-K filed Jun 27, 2007.

Off-Balance Sheet Arrangements

On June 29, 2005, we purchased 11,996,161 shares of our common stock from Goldman Sachs International (“Goldman Sachs”) in a private transaction in connection with an accelerated stock buyback (the “June 29, 2005 ASB”). Excluding commission payable to Goldman Sachs, the shares were repurchased for an upfront payment of approximately $125 million or $10.42 per share, subject to a price adjustment provision. The repurchased shares are being held in treasury.

In connection with the June 29, 2005 ASB, Goldman Sachs was expected to purchase an equivalent amount of shares in the open-market over time. At the end of the program, we were to pay a price adjustment based on the volume weighted average price of shares traded during the purchase period. Approximately half of the shares we purchased in connection with the June 29, 2005 ASB were subject to a collar, a contract that sets a minimum and maximum price for purposes of calculating the price adjustment. Generally, the purchase price adjustment could have been settled, at our option, in cash or in shares of our common stock.

In December 2005, we declared a cash dividend of $0.04 per share on our common stock. Pursuant to the June 29, 2005 ASB with Goldman Sachs, the declaration of such dividend constituted an Extraordinary Dividend (as defined in the June 29, 2005 ASB) and provided Goldman Sachs with the right to terminate the June 29, 2005 ASB. On December 19, 2005, Goldman Sachs notified us of its intent to terminate the June 29, 2005 ASB effective as of the close of business on such date. The termination did not affect the retirement of the shares that we had previously repurchased but, as described below, affected the timing and amount of payments between the parties with respect to the June 29, 2005 ASB.

Simultaneously with the termination of the June 29, 2005 ASB, on December 19, 2005, we entered into a new collared accelerated share repurchase arrangement (the “December 19, 2005 ASB”) with

 

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Goldman Sachs based on 8,010,046 shares to complete the balance of the June 29, 2005 ASB. As a result, the new arrangement required us and Goldman Sachs to settle the price adjustment with respect to the 3,986,115 shares already purchased by Goldman Sachs based on their actual cost to purchase the shares in the open market between July 22, 2005 and December 19, 2005. The aggregate amount we were required to pay to Goldman Sachs under the June 29, 2005 ASB, which included the amount of the price adjustment for the 3,986,115 shares purchased by Goldman Sachs, was approximately $1.1 million and was paid in cash on December 22, 2005.

The December 19, 2005 ASB contained terms substantially identical to the June 29, 2005 ASB, requiring certain payments by both us and Goldman Sachs. As with the June 29, 2005 ASB, the most significant of these payments was the purchase price adjustment with respect to the remaining 8,010,046 shares based principally on Goldman Sachs’ actual cost to purchase such shares in the open market, subject to a partial collar.

On October 25, 2006, such arrangements terminated in accordance with their terms. As a result, the aggregate amount required to be paid to Goldman Sachs, which included the amount of the price adjustment for the shares purchased by Goldman Sachs based on their actual cost to purchase the shares in the open market between December 22, 2005 and October 25, 2006, was approximately $6.6 million and was paid in cash on October 30, 2006.

This excerpt taken from the DLM 10-Q filed Mar 7, 2007.

Off-Balance Sheet Arrangements

In connection with our accelerated stock buyback (“ASB”), we entered into certain arrangements with Goldman Sachs International (“Goldman Sachs”), including a purchase price adjustment. On October 25, 2006, such arrangements terminated in accordance with their terms. As a result, the aggregate amount required to be paid to Goldman Sachs, which included the amount of the price adjustment for the shares purchased by Goldman Sachs based on their actual cost to purchase the shares in the open market between December 22, 2005 and October 25, 2006, was approximately $6.6 million and was paid in cash on October 30, 2006.

This excerpt taken from the DLM 10-Q filed Dec 7, 2006.

Off-Balance Sheet Arrangements

In connection with our accelerated stock buyback (“ASB’), we entered into certain arrangements with Goldman Sachs International (“Goldman Sachs”), including a purchase price adjustment. On October 25, 2006, such arrangements terminated in accordance with their terms. As a result, the aggregate amount required to be paid to Goldman Sachs , which included the amount of the price adjustment for the shares purchased by Goldman Sachs based on their actual cost to purchase the shares in the open market between December 22, 2005 and October 25, 2006, was approximately $6.6 million and was paid in cash on October 30, 2006.

This excerpt taken from the DLM 10-Q filed Sep 7, 2006.

Off-Balance Sheet Arrangements

In connection with our accelerated stock buyback (“ASB”), we entered into certain arrangements with Goldman Sachs International, including a purchase price adjustment. The purchase price adjustment is not reflected on our Condensed Consolidated Balance Sheet. For information relating to the ASB, including the purchase price adjustment, see Note 18 “Share Repurchase” to our Consolidated Financial Statements included in our 2006 Annual Report.

This excerpt taken from the DLM 10-Q filed Mar 9, 2006.

Off-Balance Sheet Arrangements

In connection with our December 19, 2005 ASB, we entered into certain arrangements with Goldman Sachs, including a purchase price adjustment. The purchase price adjustment is not reflected on our Condensed

 

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Consolidated Balance Sheet. For information relating to the December 19, 2005 ASB, including the purchase price adjustment, see Note 14 “Share Repurchase” of the Notes to the Condensed Consolidated Financial Statements.

This excerpt taken from the DLM 10-Q filed Dec 8, 2005.

Off-Balance Sheet Arrangements

 

In connection with our ASB, we entered into certain arrangements with Goldman Sachs, including a purchase price adjustment. The purchase price adjustment is not reflected on our Condensed Consolidated Balance Sheet. For information relating to the ASB, including the purchase price adjustment, see Note 13 “Share Repurchase” of the Notes to the Condensed Consolidated Financial Statements.

 

This excerpt taken from the DLM 10-Q filed Sep 9, 2005.

Off-Balance Sheet Arrangements

 

In connection with our ASB, we entered into certain arrangements with Goldman Sachs, including a purchase price adjustment. The purchase price adjustment is not reflected on our Condensed Consolidated Balance Sheet. For information relating to the ASB, including the purchase price adjustment, see Note 12 “Share Repurchase” of the Notes to the Condensed Consolidated Financial Statements.

 

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