To: vegetarian who wrote (1851 ) 1/30/1998 10:36:00 AM From: posthumousone Read Replies (2) | Respond to of 18691
hi--------what is meant by floorless convertable? i was very confused about the private placement as to whether it was bullsih or bearish....here is my analysis of the filing......does it make sense.... Essentially TERA got 9 million from investors who will get back about 10 million or a "guaranteed 10%" Calculations: Sold 10,000 shares of preferred stock for 9 million: Each share of Preferred Stock is convertible into the number of shares of Common Stock equal to the quotient obtained by dividing: (a) the sum of (i) $1,000, (ii) accrued and unpaid dividends and (iii) accrued and unpaid interest on dividends by (b) the lower of (i) $19.185 per share or (ii) the lowest sale price (regular way) during the five consecutive trading days ending the day immediately before the Company receives the notice of conversion. (i have know idea how to estimate the accrued and unpaid dividends.....lets be ultra conservative and say 0- you'll understand why 0 the lower number you use for assuming dividends the more conservative your answer) 1 preferred share = (1000 + 0)/19.18 = 52.13 shares or 1 preferred share = (1000 + 0)/(lets use $13) = 76.9 shares 10,000 * 52.13 = 521,376 shares 10,000 * 76.9 = 769,000 shares therefore if the price is above $19.18 they will have 521,376 shares that they essentially paid $9 million for so 9,000,000/521,376 = $ 17.26 per share for a nice return of 11% if they convert at a price of $13 they will have 769,000 shares that they essentially paid $9 million for so 9,000,000/769,000 = $11.7 per share for a nice return of 11% assuming they sell at 13 In other words they gave TERA 9 million for a guaranteed minumum of 10%!!!!!! In addition TERA gave them a little bonus with the warrants....... 125,000 exerciseable at 19.18......that is included in the 9 million price so if the price is below 19.18, big deal no loss its a freebie......for every $1 above 19.18 the investor makes an additional $125,000 BUT the company is only allowing 1,367,499 shares via private placement so the lowest the price can go to exercise all at once would be $7.35: 1 preferred share = (1000 + 0)/(lets use $7.35) = 136 shares 10,000 * 136 = 1,360,000 shares if you read it closely it gives the investors the right to Short the stock on the open market and then buy back with their converted common shares wow lets short this to $8 buy back with converted shares and make $ on both ends!!!!!!! remember if the stock trades: 14 13 13.5 14 15 the investors get the low price over that 5 day period!!! So how desperate was TERA for $ ??? Are hopes, look back at our old messages, were for TERA to deliever a product, and have an order thereby pushing the stock over $20 - Salomon would step in do a secondary offering of a million shares at $20....raise $20 million for the TERA to get production cranking and..............it raises less than 1/2 that with greater dilution Just "trying" to get a feeling of how the private placement is structured, works and how it can effect the shareholders.....maybe someone with more experience can help out???????? oh did you forget the 2 million options that can be exercised at 1.75? talk about dilution......the company gets what 2*1.75 million ??? Now run Salomons model using 13.5 million shares outstanding in 2000E and see what EPS you come up with .... ouch