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CarMax Notified of ‘Mini-Tender’ Offer

By Staff Writer July 10, 2020

CarMax Inc. has been notified that TRC Capital Investment Corporation has made an unsolicited “mini-tender” offer to purchase up to 1,500,000 shares of CarMax’s common stock, or less than 1 percent of the outstanding common stock of the company as of May 31, 2020. TRC Capital’s offer price of $82.50 per share in cash is approximately 4.71 percent lower than the $86.58 per share closing price for the company’s common stock on the New York Stock Exchange on June 26, 2020, the last trading day before the commencement of TRC Capital’s mini-tender offer. CarMax does not endorse TRC

Capital’s unsolicited mini-tender offer and is not associated in any way with TRC Capital, its mini-tender offer, or its mini-tender offer documents.

CarMax recommends shareholders not tender their shares in response to TRC Capital’s offer, or, if shareholders have already tendered shares, they withdraw their shares by providing the written notice described in the TRC Capital mini-tender offer documents prior to the expiration of the offer, currently scheduled for 12:01 a.m., New York City time, on Wednesday, July 29, 2020.

TRC Capital’s mini-tender offer seeks less than 5 percent of CarMax’s outstanding shares, thereby avoiding many disclosures and procedural protections required under U.S. federal securities laws for larger tender offers. The Securities and Exchange Commission (the “SEC”) has cautioned investors that some bidders make mini-tender offers at below-market prices “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.

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Last modified on Friday, 10 July 2020 13:55

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