The unaudited pro forma basic and diluted net loss per share also has been computed to give effect to the shares issued upon conversion
of the Convertible Notes on December 15, 2017 and December 27, 2017 disclosed in Note 18 as if they were outstanding from January 1, 2017.
Not exact matches
Angel investors normally provide capital for start - ups or businesses in the early stage
of growth in exchange for equity, or in some cases,
convertible notes, that converts into shares or cash value at a point later
on.
Today I want to talk about how a VC thinks about equity pricing
on your round — particularly if you're coming off
of a
convertible note.
The form
of investment is dependent
on the company's relative maturity with seed stage investments typically structured as
convertible notes while early stage companies issue preferred equity in exchange for investor funds.
There is no assurance that a purchaser
of a
convertible note will realize a return
on its investment or that it will not lose its entire investment.
To compensate
convertible note holders for the additional risk assumed with investing at an early stage, most
convertible notes feature a conversion price below that
of the subsequent financing round through the use
of a valuation cap or a discount
on the purchase price.
When you do a
convertible note with a cap that converts into the next round
of funding one
of the unintended consequences is that if you're successful and raise at a larger price than your cap the early angels often get «multiple liquidation preferences»
on their dollars in.
On the same day as the closing
of the
Convertible Note Offering, Shkreli sold 292,400 shares
of Retrophin stock as a result
of a margin call, in flagrant disregard
of the Company's representations and agreements.
Marriott Vacations Worldwide Corporation (NYSE: VAC)(the «Company») announced today the pricing
on September 20, 2017
of the offering
of $ 200 million aggregate principal amount
of convertible senior
notes due 2022 (the «
notes»).
With bootstrapping and a small
convertible note funding, we have built a business that grew over 380 % YoY from 2016 to 2017, with over 300 businesses
on our platform, ranging from large grocery chains like Roche Brothers, billion dollar food management companies like Compass Group, to hundreds
of individual restaurants, caterers, and even food trucks.
They include a 7.5 % cash fee and a 5 %
convertible note or equity fee, both taken
on the amount
of capital raised via SeedInvest.
The offering
of the
notes and the
convertible hedge and warrant transactions described below are expected to close
on September 25, 2017, subject to customary closing conditions.
In order to calculate the valuation cap adjusted price per share for
convertible note holders, the valuation cap
on the
note should be divided by the pre-money valuation
of the subsequent round and apply that to the Series A price per share.
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.
The pro forma stockholders» equity presents our stockholders» equity as though all
of the
convertible preferred stock outstanding automatically converted into shares
of common stock
on a 1 for 1 basis, except for the Series C
convertible preferred stock which is
convertible on a 1 for 1.05 basis (see
Note 6), upon completion
of a qualifying initial public offering.
Basil Peters has a series
of posts up
on Angel blog that talks about the problems
of Convertible Notes for Angel Investing, suggests Exchangeable Shares for Angel Investors, and even provides a One Page Term Sheet for Angel Investors.
One
of the largest rounds that I've worked
on recently has been the Patch
of Land funding round which used a
convertible note.
Ms Cheadle and other SurfStitch shareholders had questioned the value
of the
convertible note, given that the administrators valued EziBuy at between $ 188 million and $ 293 million, based
on sustainable earnings
of about $ 22 million.
If you or someone you know is having a baby soon, take
note of this deal fromà «Target.comà «where you can get aà «Graco 4 - in - 1
convertible crib at a great price, plus a free mattressà «and a $ 25 Target gift card to spend
on a future purchase.
Billy (Abby Ryder Fortson) in «Forever My Girl» certainly falls
on the annoying end
of the spectrum; she is the wise - beyond - her - years 7 - year - old who spouts off stats about the dangers
of riding in
convertibles and teaches herself to play the guitar without ever hitting a false
note.
Editors»
note, August 21, 2017: This review was written based
on an evaluation
of the 2016 Mini Cooper S
Convertible.
Another fond memory
of my Microsoft e-reader experience comes from the Windows Tablet Edition platform: Using a
convertible notebook with digital pen support, I could read
on a larger screen and take
notes.
• the delisting
of the Company's common stock from the NASDAQ Stock Market and, as a result
of the delisting, a default
on the Company's outstanding
convertible notes.
On March 30, 2011, the Company issued 412,286 shares
of its common stock in exchange for
convertible notes payable with a balance
of $ 711,500 and accrued interest
of $ 19,588.
Convertible notes with a face value
of $ 711,500 and accrued interest
of $ 19,588 were converted into 412,286 shares
of our common stock
on March 30, 2011.
Shortly after we opened the position ACLS failed to make a payment required under its 4.25 %
Convertible Senior Subordinated
Notes, which meant that the company was required to repay the outstanding principal amount of the notes plus a maturity premium and accrued interest (a total payment of approximately $ 85 million) on Januar
Notes, which meant that the company was required to repay the outstanding principal amount
of the
notes plus a maturity premium and accrued interest (a total payment of approximately $ 85 million) on Januar
notes plus a maturity premium and accrued interest (a total payment
of approximately $ 85 million)
on January 15.
The secured
convertible notes will be
convertible on the final business day
of each month into shares
of MediciNova common stock at a conversion price
of $ 6.80 per share, which conversion price is based
on the volume - weighted average price
of MediciNova's common stock as quoted
on Nasdaq and the Osaka Securities Exchange over the 20 trading days prior to signing
of the merger agreement.
The
convertible notes will mature
on the 18 - month anniversary
of the closing
of the merger, and the indenture governing the
notes will include customary events
of default and anti-dilution adjustments.
Known as «reverse
convertible notes,» the product pays interest but also is tied to the performance
on an underlying stock, so if the stock tumbles, investors can lose big chunks
of money.
In order to calculate net income per diluted share for management reporting purposes, the Company uses its fully diluted share count
of 119.5 million and adds back to net income the interest expense, net
of tax,
on its
convertible notes of $ 0.01 million.
The interest expense, net
of tax,
on the
convertible notes, which is added back to net income to calculate diluted net income per share for management reporting purposes is $ 0.1 million.
We also advise clients
on the full range
of equity and debt securities transactions, including eurobond offerings by corporations and sovereigns, medium - term
note programs, high - yield debt offerings,
convertible and exchangeable bond offerings, initial public offerings (IPOs), global depositary receipt (GDR) and American depositary receipt (ADR) programs, and offerings
of Sukuk (Islamic bonds).
(
On a side
note, it is interesting that one
of the more popular searches regarding cancellation is how to cancel Primerica life insurance, a company that does not offer
convertible term life insurance.)
The numerator in the pro forma basic and diluted net loss per share calculation has been adjusted to eliminate the losses resulting from the fair value movements
on Convertible Notes (see
Note 9) as they were assumed to have converted upon a direct listing at the beginning
of the period.
It runs the same full - featured Chrome OS already found
on existing tablet
convertibles with a dock at the bottom
of the screen that features touch tools for quickly creating a
note, taking a screenshot, and magnifying.
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.
Historically, all the monies
of which I am aware have either had some nonmonetary value, the best example being gold; were
convertible into assets with nonmonetary value at a fixed price, such as
notes issued by banks that were
convertible into gold; or were issued by or
on behalf
of government, such as our current Federal Reserve
notes.