To: MikeM54321 who wrote (6667 ) 6/10/1999 9:00:00 PM From: Chuzzlewit Read Replies (1) | Respond to of 9068
Mike, from CTXS 10-Q: "On March 22, 1999, the Company sold $850 million aggregate principal amount at maturity of its zero coupon convertible subordinated debentures due March 22, 2019 (the "debentures") in a private placement pursuant to Section 4(2) of the Securities Act of 1933 at a purchase price of $354.71 per $1,000 principal amount at maturity of the debentures resulting in net proceeds to the Company of $292.5 million. The initial purchaser, Credit Suisse First Boston Corporation, purchased the debentures at 97% of the issue price and resold the debentures in private resale transactions to qualified institutional buyers pursuant to Rule 144A of the Exchange Act of 1934. The debentures are convertible at the option of the security holder at any time on or before the maturity date at a conversion rate of 7.0306 shares of the Company's common stock for each debenture, subject to adjustment in certain events. The Company may redeem the debentures on or after March 22, 2004. Holders may require the Company to repurchase the debentures at set redemption prices (issue price plus accrued original discount) beginning on March 22, 2004 or earlier upon a change in control of the Company. The Company will use the net proceeds for working capital and other general corporate purposes." Thus, there were 850,000 bonds sold which could be converted into 6,001,000 shares. Since the purchase price was $354.71 per $1,000 of principal, the effective conversion price is $50.67 per share, gradually increasing to $142.24 as the bond matures. The additional 6,001,000 shares should be considered part of the fully diluted shares calculation -- approximately 7% dilution. Note this however : Holders may require the Company to repurchase the debentures at set redemption prices (issue price plus accrued original discount) beginning on March 22, 2004 All in all, it looks like a pretty sound financial decision on the part of CTXS. TTFN, CTC