This lack of supply has coincided with strong demand — including among institutional investors who purchased large amounts of the Canadian bank's last round of attractively - priced
preferred share issuance in December.
Not exact matches
In the event the Company issues
shares of additional stock, subject to customary exceptions, after the
preferred stock original issue date without consideration or for a consideration per
share less than the initial conversion price in effect immediately prior to such
issuance, then and in each such event the conversion price shall be reduced to a price equal to such conversion price multiplied by the following fraction:
On December 31, 2009, the Company had 5.18 billion outstanding
shares of common stock, and approximately 734 million
shares reserved for
issuance for outstanding convertible
preferred stock, the warrant issued in connection with the TARP CPP investment, dividend reinvestment, deferred compensation plans, long - term incentive compensation awards, and in connection with employee benefit plans.
In contemplation of the Company's initial public offering, the Company has presented unaudited pro forma basic and diluted net loss per
share of common stock, which has been calculated assuming the conversion of all series of the Company's convertible
preferred stock (using the as - if converted method) into
shares of common stock as though the conversion had occurred as of the beginning of the period or the original date of
issuance, if later.
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.
When you buy
preferred shares, you own a piece of the company and in exchange receive fixed dividend payments set at
issuance with the par value of the
preferred stock.
Each
share of convertible
preferred stock may be converted, at the option of the holder, at any time into common stock as is determined by dividing the applicable original issue price by the conversion price as adjusted for certain dilutive
issuances, splits and combinations.
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.
Upon the closing of this offering, a total of
shares of common stock will be outstanding, assuming the automatic conversion of all outstanding
shares of
preferred stock into
shares of common stock upon the completion of this offering and the
issuance of
shares of common stock upon the assumed net exercise of warrants that would otherwise expire upon the completion of this offering at an assumed initial public offering price of $ per
share.
This could happen for a variety of reasons — such as new
share issuances for mergers and acquisitions, stock options given to executives, or dilutive securities such as warrants or convertible
preferred stock.
Do you need to deal with reg rights (with respect to the underlying
preferred shares) at the time of
issuance of the convertible notes, or do the convertible note investors simply get (upon conversion) whatever reg rights are granted at the time of the
issuance of the
preferred?
The graph does not show the steadily declining
share count that we normally
prefer, but it does not show constant
issuance of new
shares either.
Typical
preferred share managers might rely on the merits of a
preferred share at time of
issuance, and passively hold such positions.
Since the consideration for this acquisitions is an
issuance of newly issued
preferred shares which will be listed on the Stock Exchange of Thailand, the
preferred shares are consisted of special features such as (a) accumulative dividend for year 1 - 5th; (b) convertible to ordinary
shares after year 5th; and (c) the voting right is one
share for one vote but may be decreased after the 5th year (if there is no unpaid accumulative dividend).
He advises a broad range of financial and corporate clients on the structuring, negotiation and execution of various equity - linked transactions, including public and private convertible debt and
preferred stock
issuances and associated derivative transactions, accelerated
share repurchase programs, registered forward sale transactions, margin loan transactions in respect of large stakes in publicly traded companies, and equity - linked hedging and monetization transactions.
District court Judge Victoria Roberts ruled that Taubman's
issuance of
preferred B
shares was legal.