To: MENSO who wrote (2317 ) 3/1/1998 11:55:00 PM From: David Miller Respond to of 2428
"We've done a couple of game manufacturers." I am starting to understand this a little better now. First we have the turnaround scenario: hire three gunslingers, pay them a pittance ($600k p.a.) in fees, but top them up with a fat swag of options. Watch them go around the world telling everyone how their families are starving while they gamble their all on the success of li'l ol' Centura. Nice play. Then we have the re-financing scenario. Can't borrow, must raise new money. Put together a business plan that appeals to a VC ('cos thats what it now looks like: good old-fashioned venture capital, betting on a couple of products, a strategy and a management team). Pay off the debt, announce home run. Nice play #2. Now comes the interesting bit. They are issuing 13.7m new shares at a price around $1.07 (approximately 30% below market), together with a couple of bunches of five year warrants. That gives a fully-diluted base of 30.6m shares, close to double the current share base. Effectively - if the warrants are exercised - they will have sold half the company for $16.4m at an average price of $1.19, a discount of 20% off current market price. A couple of minor pieces of information are missing as yet. What are the salaries of the new employees? Do they retain their previous options? Was their previous employer paid a termination fee for their services? Do they continue to have a financial interest in their previous employer? I know these are trivial items, but they would be interesting to find out. What fascinates me is that there will still be a substantial temptation to find an immediate buyer for the company - only this time, the attractive price would be closer to $1.70 than the $2.50 I suggested before the refinancing. At that price, the VC makes close to $7m, and the management team make $1.4m. Leo, who needs to know anything about the software business when you can stitch together deals like this? david