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.
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.
In most deals with
convertible notes or
value - added co-investors who «want into the round» the negotiation re-opens after the term sheet and this is a source
of frustration at a point where the founder and the lead investor should be feeling great about each other.
When the Company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash
value of your stake is immediately diluted because each share
of the same type is worth the same amount, and you paid more for your shares (or the
notes convertible into shares) than earlier investors did for theirs.
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.
A margin
of safety is created by: (i) approximately $ 6.50
of cash (net
of convertible notes outstanding); (ii) a royalty stream from PEGINTRON, a drug used to treat hepatitis C marketed by Merck, with an after - tax present
value of approximately $ 3.50, which Enzon is currently attempting to sell; and (iii) a royalty stream from CIMZIA, a drug approved to treat arthritis and Crohn's disease marketed by UCB Pharma, with an after - tax present
value of approximately $ 1.50.
The purchase
of the Dresden Mill and the Landqart Mill in the Fall
of 2006 was made for an aggregate
of $ 15 million, $ 7.5 million in face
value of preferred shares plus a
convertible note for $ 7.5 million.
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.
The major change to the balance sheet since we opened the position was CRGN's February repurchase
of $ 4.8 M
of its 4 %
convertible subordinated debentures due February 2011, for an aggregate purchase price
of $ 3.8 M, which reflected an aggregate discount from the face
value of such 2011
notes of approximately 21 %.
The Company also recently completed a privately negotiated transaction with a holder
of the Company's 4 %
Convertible Subordinated
Notes due February 2011 (the «2011
Notes») in which the Company retired a total
of $ 4.8 million
of the 2011
Notes for an aggregate purchase price
of $ 3.8 million or a 21 % discount off
of face
value.
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.
The
Note 8 is now available in stores, and there's a variety
of order offers to entice you: either a free Gear 360 camera (
valued at $ 229.99) or a 128 GB Samsung EVO + memory card and Fast Wireless Charging
Convertible (
valued at $ 189.99).
Regardless
of the carrier you choose, each Galaxy
Note 8 preorder comes with a choice
of free Gear 360 camera ($ 229.99
value) or Fast Charge Wireless Charging
Convertible and 128 GB microSD card ($ 189.98
value combined).
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.