Not exact matches
on a pro forma basis, giving effect to (i) the automatic conversion
of all
of our outstanding shares
of convertible preferred stock other than Series FP preferred stock into shares
of Class B common stock and the conversion
of Series FP preferred stock into shares
of Class C common stock in connection with our initial public offering, (ii) stock - based compensation expense
of approximately $ 1.1 billion associated with outstanding RSUs subject to a performance condition for which the service - based vesting condition was satisfied as
of December 31, 2016 and which we will recognize on the effectiveness
of our registration statement in connection with a qualifying initial public offering, as further described in
Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid - in capital
of $ 187.2 million in connection with the withholding tax obligations, based on $ 16.33 per share, which is the fair value
of our common stock as
of December 31, 2016, as we intend to issue shares
of Class A common stock and
Class B common stock on a net basis to satisfy the associated withholding tax obligations, (iv) the net issuance
of 7.6 million shares
of Class A common stock and 5.5 million shares
of Class B common stock that will vest and be issued from the settlement
of such RSUs, (v) the issuance
of the CEO award, as described below, and (vi) the filing and effectiveness
of our amended and restated certificate
of incorporation which will be in effect on the completion
of this offering.
The pro forma consolidated balance sheet data gives effect to (i) the automatic conversion
of all
of our outstanding shares
of convertible preferred stock other than Series FP preferred stock into shares
of Class B common stock and the conversion
of Series FP preferred stock into shares
of Class C common stock in connection with our initial public offering, (ii) stock - based compensation expense
of approximately $ 1.1 billion associated with outstanding RSUs subject to a performance condition for which the service - based vesting condition was satisfied as
of December 31, 2016 and which we will recognize on the effectiveness
of our registration statement in connection with this offering, as further described in
Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid - in capital
of $ 187.2 million in connection with the withholding tax obligations, based on $ 16.33 per share, which is the fair value
of our common stock as
of December 31, 2016, as we intend to issue shares
of Class A common stock and
Class B common stock on a net basis to satisfy the associated withholding tax obligations, (iv) the net issuance
of 7.6 million shares
of Class A common stock and 5.5 million shares
of Class B common stock that will vest and be issued from the settlement
of such RSUs, (v) the issuance
of the CEO award, as described below, and (vi) the filing and effectiveness
of our amended and restated certificate
of incorporation which will be in effect on the completion
of this offering.
We anticipate that, after consummation
of the transactions contemplated by the 2014 Recapitalization and upon the closing
of this offering, only the Post-IPO
Note, and none
of the Related - Party
Notes or the Related - Party Warrants, would remain outstanding, and all
of our issued and outstanding shares
of convertible preferred stock and common stock
of various
classes would be converted into shares
of common stock.
We anticipate that, after consummation
of the transactions contemplated by the 2014 Recapitalization Agreement and upon the closing
of this offering, only the Post-IPO
Note, and none
of the Related - Party
Notes or the Related - Party Warrants, would remain outstanding, and all
of our outstanding shares
of convertible preferred stock and common stock
of various
classes would be converted into shares
of common stock.
We anticipate that, after consummation
of the transactions contemplated by the 2014 Recapitalization Agreement and upon the closing
of this offering, only the Post-IPO
Note, and none
of the Related - Party
Notes or the Related - Party Warrants, would remain outstanding, and all
of our issued and outstanding shares
of convertible preferred stock and common stock
of various
classes would be converted into shares
of common stock.
Under the EziBuy proposal,
class action shareholders would receive a
convertible note convertible into shares estimated to be worth between $ 6 million and $ 20 million and issued at the time
of a liquidity event such as an IPO or trade sale
of EziBuy.
Going back to the harbor and reach the end
of the test, Auto motor und sport finally took
note of the comfortable air suspension and sensitive steering, with the new Mercedes C -
Class Convertible moving up as elegant as it looks.
If the offering is consummated, all
of Realogy's
Convertible Notes in the aggregate principal amount
of approximately $ 2.1 billion would be converted into
Class A common stock or redeemed at 90 percent
of the principal amount thereof on or about the closing
of the offering, and holders
of approximately $ 2 billion aggregate principal amount
of such
Convertible Notes have indicated that they intend to so convert.
If the offering is consummated with net proceeds
of $ 1 billion and at least $ 2 billion aggregate principal amount
of the
Convertible Notes are converted into
Class A common stock, the company expects its overall indebtedness would be reduced by approximately $ 3 billion.