Balanced portfolios tend to divide assets between medium - term investment - grade fixed income obligations and
shares of common stocks in leading corporations, many of which may pay cash dividends.
If you purchase
shares of our common stock in this offering, you will experience immediate and substantial dilution of $ in the net tangible book value per share, assuming an initial public offering price of $ per share (the midpoint of the price range set forth on the front cover of this prospectus).
The proxy holders (that is, the persons named as proxies on the proxy card) will vote
your shares of Common Stock in accordance with your instructions at the Annual Meeting (including any adjournments or postponements thereof).
If you purchase
shares of our common stock in this offering, you may not be able to resell those shares at or above the initial public offering price, if at all.
the sale of
shares of common stock in an underwritten public offering that occurs during the restricted period, including any concurrent exercise (including a net exercise or cashless exercise) or settlement of outstanding equity awards granted under our equity incentive plans or pursuant to a contractual employment arrangement described elsewhere in this prospectus in order to sell the shares of common stock delivered upon such exercise or settlement in such underwritten public offering; provided that, if required, any public report or filing under Section 16 of the Exchange Act will clearly indicate in the footnotes thereto that such disposition to us or withholding by us of shares or securities was solely to us pursuant to the circumstances described in this clause; or
the receipt of
shares of common stock in connection with the conversion of our outstanding preferred stock into shares of common stock; provided that any such shares of common stock received upon such conversion will continue to be subject to the restrictions on transfer set forth in the lockup agreement;
Brokerage firms and other intermediaries holding
shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers.
Common stock - On March 9, 2017, the Company issued (i) 125,000
shares of its common stock in exchange for consulting services, valued at $ 200,000, and (ii) 125,000 shares of its common stock for investments in cryptocurrency, valued at $ 100,000.
If you own
shares of common stock in more than one account — for example, in a joint account with your spouse and in your individual brokerage account — you may have received more than one notice or more than one set of paper proxy materials.
To the extent that outstanding options are exercised, new options are granted under our equity incentive plans or we issue additional
shares of common stock in the future, there will be further dilution to the new investors participating in this offering.
Based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus), we estimate that we would issue an aggregate of
shares of our common stock in exchange for Related - Party Warrants to purchase shares of common stock.
that the 2014 Recapitalization has been completed, including that we have issued
shares of common stock in connection therewith, based on an assumed initial offering price of $ per share (the midpoint of the price range on the cover of this prospectus);
I currently hold 68.219
shares of common stock in Bank of America.
As of July 1, 2011, the Cyclically Adjusted PE (CAPE) ratio for the S&P 500 is 23.13, which essentially means the average
share of common stock in the S&P 500 companies trades for 23.13 times its annual earnings averaged over... Continue reading →
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.
Brokers, banks or other nominees who hold
shares of our common stock in street name for a customer who is the beneficial owner of those shares may not exercise voting authority on the customer's shares with respect to the actions proposed in this proxy statement without specific instructions from the customer.
At closing OXGN will place an additional 8.5 M
shares of common stock in escrow to be released to VXGN stockholders contingent upon certain events over the 2 year period following the closing.
Overstock also expects to grant to the underwriters a 30 - day option to purchase up to 600,000 additional
shares of its common stock in the offering.
CB Richard Ellis has announced it has entered into a definitive agreement to acquire Insignia Financial Group Inc. for $ 11 per
share of common stock in cash, plus the potential for incremental consideration.
Originally, the firm was planning on raising $ 1 billion, but in mid-November the firm announced it had raised the minimum offering amount to $ 2 billion in
shares of common stock in its initial public offering.
CB Richard Ellis today announced it has entered into a definitive agreement to acquire Insignia Financial Group, Inc. for $ 11 per
share of common stock in cash, plus the potential for incremental consideration.
National Retail Properties, Inc. will sell 4 million
shares of its common stock in a follow - on public offering.
Under the agreement, Equity One will issue 866,373
shares of its common stock in exchange for 1,237,676 shares of DIM Vastgoed stock or share equivalents.
Not exact matches
IA Bancorp shareholders will receive $ 2.55 million
in cash and 631,994
shares of the BCB
common stock.
Zillow dropped more major news on Monday, announcing that it plans to offer 2.5 million
shares of its Class A
common stock in an underwritten public offering.
In his annual letter released on the weekend
of Feb. 25, Buffett waved the flag for B
of A by declaring that he may soon trade his preferred
stock for
common shares.
Shareholders approved the sale, which paid them $ 13.65
in cash for each
share of common stock, a 37 % premium over the recent average closing price.
Snap and its co-founders, Evan Spiegel and Bobby Murphy, have pledged to donate up to 13,000,000
shares of Class A
common stock over the next 15 to 20 years to a foundation to support arts, education and youth, the company revealed
in its S - 1 filing Thursday afternoon.
The firm's plan also includes an up to $ 11.5 billion
of common stock repurchases, compared to $ 8.3 billion
in share repurchases
in the four quarters ended
in the first quarter
of 2017.
Such risks, uncertainties and other factors include, without limitation: (1) the effect
of economic conditions
in the industries and markets
in which United Technologies and Rockwell Collins operate
in the U.S. and globally and any changes therein, including financial market conditions, fluctuations
in commodity prices, interest rates and foreign currency exchange rates, levels
of end market demand
in construction and
in both the commercial and defense segments
of the aerospace industry, levels
of air travel, financial condition
of commercial airlines, the impact
of weather conditions and natural disasters and the financial condition
of our customers and suppliers; (2) challenges
in the development, production, delivery, support, performance and realization
of the anticipated benefits
of advanced technologies and new products and services; (3) the scope, nature, impact or timing
of acquisition and divestiture or restructuring activity, including the pending acquisition
of Rockwell Collins, including among other things integration
of acquired businesses into United Technologies» existing businesses and realization
of synergies and opportunities for growth and innovation; (4) future timing and levels
of indebtedness, including indebtedness expected to be incurred by United Technologies
in connection with the pending Rockwell Collins acquisition, and capital spending and research and development spending, including
in connection with the pending Rockwell Collins acquisition; (5) future availability
of credit and factors that may affect such availability, including credit market conditions and our capital structure; (6) the timing and scope
of future repurchases
of United Technologies»
common stock, which may be suspended at any time due to various factors, including market conditions and the level
of other investing activities and uses
of cash, including
in connection with the proposed acquisition
of Rockwell; (7) delays and disruption
in delivery
of materials and services from suppliers; (8) company and customer - directed cost reduction efforts and restructuring costs and savings and other consequences thereof; (9) new business and investment opportunities; (10) our ability to realize the intended benefits
of organizational changes; (11) the anticipated benefits
of diversification and balance
of operations across product lines, regions and industries; (12) the outcome
of legal proceedings, investigations and other contingencies; (13) pension plan assumptions and future contributions; (14) the impact
of the negotiation
of collective bargaining agreements and labor disputes; (15) the effect
of changes
in political conditions
in the U.S. and other countries
in which United Technologies and Rockwell Collins operate, including the effect
of changes
in U.S. trade policies or the U.K.'s pending withdrawal from the EU, on general market conditions, global trade policies and currency exchange rates
in the near term and beyond; (16) the effect
of changes
in tax (including U.S. tax reform enacted on December 22, 2017, which is commonly referred to as the Tax Cuts and Jobs Act
of 2017), environmental, regulatory (including among other things import / export) and other laws and regulations
in the U.S. and other countries
in which United Technologies and Rockwell Collins operate; (17) the ability
of United Technologies and Rockwell Collins to receive the required regulatory approvals (and the risk that such approvals may result
in the imposition
of conditions that could adversely affect the combined company or the expected benefits
of the merger) and to satisfy the other conditions to the closing
of the pending acquisition on a timely basis or at all; (18) the occurrence
of events that may give rise to a right
of one or both
of United Technologies or Rockwell Collins to terminate the merger agreement, including
in circumstances that might require Rockwell Collins to pay a termination fee
of $ 695 million to United Technologies or $ 50 million
of expense reimbursement; (19) negative effects
of the announcement or the completion
of the merger on the market price
of United Technologies» and / or Rockwell Collins»
common stock and / or on their respective financial performance; (20) risks related to Rockwell Collins and United Technologies being restricted
in their operation
of their businesses while the merger agreement is
in effect; (21) risks relating to the value
of the United Technologies»
shares to be issued
in connection with the pending Rockwell acquisition, significant merger costs and / or unknown liabilities; (22) risks associated with third party contracts containing consent and / or other provisions that may be triggered by the Rockwell merger agreement; (23) risks associated with merger - related litigation or appraisal proceedings; and (24) the ability
of United Technologies and Rockwell Collins, or the combined company, to retain and hire key personnel.
Bank
of America said it plans to increase its quarterly
common stock dividend to 12 cents a
share, a 60 percent increase, beginning
in the third quarter
of 2017.
Salesforce will pay $ 44.89 per
share for MuleSoft, a 36 percent premium — each MuleSoft
share will equal $ 36
in cash and 0.0711
shares of Salesforce
common stock, the companies said.
Shareholders will receive 0.8
shares of Marriott
common stock plus $ 21.00
in cash.
On April 25th, 2018, Globalstar announced that it has signed a merger agreement with Thermo Acquisitions, Inc., pursuant to which the following assets will be combined with the former: metro fiber provider FiberLight, LLC; 15.5 million
shares of common stock of CenturyLink, Inc.; $ 100 million
of cash and minority investments
in complementary businesses and assets
of $ 25 million
in exchange for Globalstar's
common stock valued at approximately $ 1.65 billion, subject to adjustments.
At closing Starwood stockholders will receive 0.8
shares of Marriott
common stock plus $ 21.00
in cash for each
share of Starwood
common stock.
Pursuant to the offering, Centene granted the underwriters an option to purchase from the Company up to an additional $ 260 million
in shares of common stock.
While his explanation may include a bit
of vanity, the
stocks those investors owned
in common went down — including Zoetis, more than a fifth
of whose
shares are controlled by hedge funds.
Under the terms
of the agreement, a subsidiary
of HPE will commence a tender offer to purchase any and all
of the outstanding
shares of Nimble
common stock for $ 12.50 per
share in cash.
Early last year, Martin competed
in Jet's «Insiders» referral program, ultimately spending about $ 18,000 to cinch himself the top prize
of 100,000
shares of common stock.
Heinz shareholders will receive $ 72.50
in cash for each
share of common stock they own.
Under the terms
of the merger agreement, Dell stockholders will receive $ 13.75
in cash for each
share of Dell
common stock they hold, plus payment
of a special cash dividend
of $ 0.13 per
share to stockholders
of record as
of the close
of business on Oct. 28, 2013, for total consideration
of $ 13.88 per
share in cash.
As
of September 26, 2015, an additional 179,211
shares of Apple's
common stock were subject to outstanding
stock options assumed
in connection with acquisitions
of other companies (with a weighted - average exercise price
of $ 6.17 per
share).
Pursuant to rules
of the Ontario Securities Commission, the Autorité des Marchés Financiers and the Universal Market Integrity Rules for Canadian Marketplaces, the underwriters may not, throughout the period
of distribution, bid for or purchase
shares of our
common stock except
in accordance with certain permitted transactions, including market stabilization and passive market making activities.
In such filing, The Vanguard Group lists its address as 100 Vanguard Blvd., Malvern, PA 19355, and indicates that it has sole voting power with respect to 10,208,579
shares of Apple's
common stock, sole dispositive power with respect to 322,573,028
shares of Apple's
common stock, and
shared dispositive power with respect to 332,239,563
shares of Apple's
common stock.
The number
of shares of our
common stock to be issued
in connection with our corporate reorganization and upon exchange
of the exchangeable
shares of Lulu Canadian Holding, Inc. depends
in part on the initial offering price and the date
of our corporate reorganization.
If such holder participates
in the next Qualified Financing but not to the full extent
of its pro rata
share, then only a percentage
of its Series A Preferred
Stock will be converted into
Common Stock (under the same terms as
in the preceding sentence), with such percentage being equal to the percent
of its pro rata contribution that it failed to contribute.]
Some
of the factors that could negatively affect our
share price or result
in fluctuations
in the price or trading volume
of our
common stock include:
Among the factors to be considered
in determining the initial public offering price
of the
shares of common stock,
in addition to prevailing market conditions, will be our company's historical performance, estimates
of the business potential and earnings prospects
of our company, an assessment
of our company's management and the consideration
of the above factors
in relation to market valuation
of companies
in related businesses.
Consists
of shares of Class A
common stock to be issued upon exercise of outstanding stock options and vesting of outstanding restricted stock units under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock to be issued upon exercise
of outstanding
stock options and vesting of outstanding restricted stock units under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock options and vesting
of outstanding restricted
stock units under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock units under the following plans which have been assumed by us
in connection with certain
of our acquisition transactions: the 2005
Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
Stock Incentive Plan assumed by us
in connection with our acquisition
of DoubleClick Inc.
in March 2008; the 2006
Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
Stock Plan assumed by us
in connection with our acquisition
of AdMob, Inc.
in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us
in connection with our acquisition
of Motorola Mobility Holdings, Inc.
in May 2012.
With virtually identical market capitalization (the price it would take to buy all
shares of a company's outstanding
common stock at the current market value), what exactly is an investor
in each respective firm getting for his or her money?