To: men mailman who wrote (1124 ) 2/25/1998 11:12:00 PM From: men mailman Read Replies (4) | Respond to of 2068
The Preffered: I reheard the conference call at 1-800- 839-9322 password 693673. it is different than the CC from the 888-566-0615 that was for the press. After listening again and pausing several times (key 8) I believe I understand more about the preffered offering and it may not be as bad as it initialy sounded. One answer was very misleading and may have as a result mislead investors and analysts. The way I understand, there were issued 350,000 units at $1,000 a unit prefferd shares, at 8% and some at 9% per year, totaling the $350 mil received. (if you were to break these units (totaling $350 mil.) into smaller amounts to total 22.5 mil shares (equaling the amount of warrants (soon to be discussed) you get about $15.50 per preffered share receiving 8% divedend. The preffered shares do not convert to shares and I believe can be redeemed in 5 years. The preffered were also issued 22.5 mil warrants having the right to purchase shares at $17.75. The warrants are good for 10 years. However they expire earlier if the company redeems the preffered (after 5 years). The warrants also have a right to purchase shares at a 115% premium of the stock price, which would start benifitting them when the stock price is lower than $15.43. Now, to analyze the above. A few observations a) TPG cannot buy shares now BELOW $17.75. (stock is at $17). b) Should the warrants be excercized (and I believe they probably will be before 5 years when they can technically be worthless (if the company redeems the prefeered) the company receives $400 mil. in CASH c) Should this occur there will be 102 mil shares. c) I don't see TPG excercizing the warrants until the stock eithe reaches 22-25, where they recieve some decent profit. Or a fast decline to 10 and riseback to 15 d) These preffered do have a nice feature in preventing shorting to get cheap stock. The 115% premium protects that. Since if the price fall to $10, TPG gets stock at $11.50, however why should they do it, if they get stock for $10 on the open market. They only benefit on a fast move down and reverse due to outside factors. e) Should the warrants be excercized the company has $400 mil and won't need the additional financing. f) If TPG does not expect to profit on the warrants they risked 350 mil in cash. If the company is bad they lose it. It is not a situation where they get their money back if the company fails. So much for the preffered. Now although I feel yesterdays $254 mil. loss gets past shareholders very angry especialy vs Wiggins, however if I were to evaluate the stock on a forward looking basis, based on the conference call , provided they turned the corner and are not lieing I see a) That the the reserves are adequate b) They are using the part of the $350 mil, for expansion purposes c) They will only need a 3% premium increase. d) Bills were paid in 18 days in Dec. e) They will reach out to Doctors f) They have over 2 mil. members h) Added 180 mil in 4th qrtr. Have to go. This is what I gather initialy and I have to study this further. This is not in stone and should I change my assessment that does not mean I reversed. I have to study this further. But I don't see downside from her, we will probably see $18-19 very soon . (Price bought at about these levels and it is a basis of support since he won't lose). Sorry a little lengthy.