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To: Madharry who wrote (78407)10/29/2025 12:59:31 PM
From: Elroy  Respond to of 78414
 
preferred prospectus

sec.gov

The change of control conversion and redemption features of the Company’s preferred stock may make it more difficult for a party to take over our Company or discourage a party from taking over our Company.

Upon a change of control (as defined in our charter), holders of our Preferred Stock will have the right (unless, as provided in our charter, we have provided or provide notice of our election to exercise our special optional redemption right before the relevant date) to convert some or all of their shares of preferred stock into shares of our common stock (or equivalent value of alternative consideration). Upon such a conversion, holders will be limited to a maximum number of shares equal to the share cap, subject to adjustments. Each holder of Series B Preferred Stock is entitled to receive a maximum of 8.29187 shares of our common stock per share of Series B Preferred Stock, which may result in the holder receiving value that is less than the liquidation preference of the Series B Preferred Stock. Each holders of Series C Preferred Stock is entitled to receive a maximum of 8.50340 shares of our common stock per share of Series C Preferred Stock, which may result in the holder receiving value that is less than the liquidation preference of the Series C Preferred Stock. Each holder of Series D Preferred Stock is entitled to receive a maximum of 7.39645 shares of our common stock per share of Series D Preferred Stock, which may result in the holder receiving value that is less than the liquidation preference of the Series D Preferred Stock. In addition, those features of our Preferred Stock may have the effect of inhibiting or discouraging a third party from making an acquisition proposal for our Company or of delaying, deferring or preventing a change in control of our Company under circumstances that otherwise could provide the holders of shares of our common stock and shares of our Preferred Stock with the opportunity to realize a premium over the then current market price or that stockholders may otherwise believe is in their best interests.



To: Madharry who wrote (78407)10/29/2025 12:59:51 PM
From: E_K_S  Read Replies (1) | Respond to of 78414
 
SOHO conversion

1) you have to dig into the original prospectus for each preferred and they give you the No of shares x the price per share if you "elect" for the conversion price. It's different for each of the series of preferreds.

2) Does it include the dividends in the arrears? NO !

3) The Only way you get the div in arrears is to own the preferreds (they are cumulative) and if they are called at PAR $25, you woulds also get the amount in arrears almost $2/preferred.

4) Div in arrears can also be made as a "special dividend". None so far

The Preferreds actually has an imputed value of around $27/preferred if called at $25.

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Can the Private Equity group just ignore this liability? Maybe but Preferred shareholders can elect two Board members if dividends are 4 quarters in the arrears (which already has occurred). I saw no mention of new Board members in any of the press releases.