To: robert a belfer who wrote (3805 ) 5/21/1998 11:21:00 AM From: Goodboy Read Replies (2) | Respond to of 21143
I am not sure what you mean by an ARBITRAGE profit. The technical layman definition is the simultaneous execution of multiple transactions in order to lock in a RISKLESS gain. A simple example: Stock A is a holding company for two subsidiary companies (Stocks B and C). Stock A owns 1 share each of B and C for each of its shares and has no other assets or liabilities. Stock A trades at $10 share. If there is no arbitrage, Stocks B and C should be worth $10 in total. If Stocks B & C currently trade at $12 combined, one could buy Stock A and short Stocks B and C for a $2 arbitrage profit. In this case, there is a riskless profit of $2 no matter how Stocks A,B, and C change in price. As you correctly point out, there are a number of practical considerations such as bid/offer which may or may not make an arbitrage possible in real life. For example, closed end mutual funds often trade at a discount to the stocks they hold, but arbitrage is not practical due to transaction costs and replication problems. In the case of CCUR, the only "15% arbitrage" I can possibly see you refering to is the fact that SFA is getting warrants struck at $5 when the stock is trading at $4.25 (this is a 15% discount to the $5 warrant price). This is NOT an arbitrage situation. The warrants given to SFA only give them the right to BUY shares at $5. This means they have to pay for them. SFA will only make money on these warrants if CCUR's stock starts to trade above $5 per share. SFA's profit will be a function of how much CCUR is above $5. With CCUR at $4.25 there is NO RISKLESS GAIN that can be locked in by SFA. If and when the stock goes above $5, SFA has the option to exercise the calls and then sell the stock for a gain. This does not mean that the warrants have no current value. Because SFA has an option that costs them nothing and will appreciate as CCUR goes above $5, it has a theoretical value. Options trade on many large cap stocks and are actively bought and sold. In CCUR's case, there is no market. However, a theoretical value can be assigned based on standard option pricing and according to various accounting guidelines (also used for executive stock options). CCUR is indicating this value to be about $3 million and is appropriately taking the charge. For shareholder's, the real risk is that by exercising the warrants, SFA will DILUTE our ownership position. For example, if SFA exerises the warrants, our position will be diluted by approximately 4% (2/50). If this happens when CCUR goes to $10 per share, the stock should adjust by about $0.40 to account for this (4%x10). In practice, the market is more efficient and will account for SFA's warrants as CCUR's stock price increases. In any case, one must trade-off the potential dilution affect of warrants against the added value provided by SFA. In my example, if SFA helps add an extra $0.40 per share to my value because of their earnings contributions created through owning the warrants, I am neutral to issuing warrants. In SFA's case, I think they are critical to the potential opportunity that CCUR has to go to $10 or more. As such, I am not against incenting SFA to help us get to $10 and, if we do, share a little of the profit we will all realize. This was a smart business move on the part of CCUR.