The purchase price per
share in the tender offer
represented an excess to the fair value
of the Company's outstanding common
stock and Series A through Series F convertible
preferred stock, as determined by the Company's most recent valuation
of its capital
stock at time
of the transaction.
Mezzanine debt — Bonds, loan debt, or
preferred stock that
represents a claim on the company's assets, only senior to that
of common
shares.