[Re: Soros]
>>>Of the 1,629,001 Shares offered hereby by the Selling
>>>Stockholders (1) 604,913 Shares represent a portion of the
>>>741,913 Shares issued to the Investors in October and December
>>>1996 in connection with the initial $10 million in equity
>Do you have any idea where the number 741,913 comes from? If they
>were issued 741,913 in Oct and Dec, 424,088 as part of this S-3
>and 600k warrants down the road there appears to be an extra 137k.
>604,913 appears to be the correct figure.
According to the filing, Soros bought 741,913 shares in October/December for $10M. He's registering 604,913 of those shares, so apparently the other 137,000 shares a) either didn't have to be registered or b) more likely, were registered under some other statement. But Soros deals are always full of intricacies that boggle mere mortals like myself, and this one is certainly no exception.
>>>Investment Agreement. The prices per share to be paid by the
Selling Stockholders for shares of Common Stock to be acquired by them pursuant to
the Investment Agreement represent a 15% discount from market prices of the
Common Stock over an agreed upon pricing periods commencing on delivery of the
applicable Put Notice<<<
>Walt, if I'm reading this correctly the Greenberg article is incorrect. If Soros shorted
>the stock he could cover with shares bought at 85% fair market value, price to be
>determined over the "pricing period".
>>>(Greenberg: the deal allows Soros to use shares issued by Amati to close out
its short position. That's right, the Soros group will short Amati's stock and rather than
actually purchasing the borrowed shares, Amati will give those shares to Soros...If all
goes well, Amati could walk away from the deal with up to $15 million in cash. Soros
could walk away with up to 1.2 million shares in Amati stock, for which the group has
paid nothing.<<<
I don't understand the "paid nothing" from this article. I still don't see how Soros could have shorted AMTX in a big way; there was no big increase in Amati's month-to-month short position either during the fourth quarter or subsequently, according to the monthly short interest figures that someone was kind enough to post recently -- and if Soros gave the company $15M (which he did), then he couldn't have "paid nothing" for his stock.
>If he didn't sell any of the shares issued looks like he'll be long
>a little over a million at the conclusion of this deal. What is the
>threshold where he has to file with the SEC, is it 10% outstanding
>shares? (1.8 million in this case).
I'm not sure. Anybody else know the answer to this one?
But as far as the "long.. a million" goes: That's how I read it. Soros gave Amati $15M. In return, Amati gave Soros ~1M shares at a 15% discount to the market PLUS a five-year warrant (a long-term call option) to buy 300K shares at $17.45 PLUS another five-year warrant to buy 300K more shares at $25. It doesn't seem to be a bad deal at all for him; it'd be like you or me buying 1000 shares of AMTX today not at $12.50, but at $10.62, and getting two calls on the stock for five years thrown in for free, one for 300 shares at $17.45 and another at $25. I'd sure be interested in that deal; wouldn't you?
-- Walt |
