To: Suzanne Newsome who wrote (26618 ) 4/24/1999 10:44:00 AM From: Ellen Respond to of 44908
Ditch, you're back! And with your sunshiny disposition! LOL! Right on, Suzanne. Ole Mr. Gloom and Doom...at least as long as he's not currently holding the stock he's, er, "talking" (alias = bashing) about. As known only too well, that gloom and doom can turn on a dime if he IS holding the stock.You have described in gory detail the death spiral that may be associated with floorless convertibles if the lenders short the stock. Evidence so far is that TSIG's lenders are not shorting the stock. So it appears that the holders of these debentures are exactly what management has portrayed them to beÐinvestors who have accepted the terms and who want to see the company succeed. Seems the, er, "talk" about convertible debentures is always one-sided. What if the other side, from that of the investors (the debenture holders) is considered? If the company invested in isn't successful, what do they have? Not much, as the debenture could be worthless. Re-payment of principal, interest payment...but no big return on their investment. It's been reported that TSIG's debenture holders are "friendly" and have even introduced alliances to the company. And personally, I like the fact that Grady & Hatch are quite willing to open their trading records to view. If converted, is the new equity possibly cheaper than other debt? Something else to consider is if a debenture is converted (albeit resulting in dilution) it does improve the debt-to-equity ratio. Which could make it easier to borrow from outside lenders. Also, prior to this, what if the debenture holders were willing to subordinate their debt rights to that of another lender? Subordinated debt is sometimes treated as equity by other lenders. It's rather disingenuous of him to talk about a "typical" debenture. It would seem a debenture can take quite a variety of forms in structure. I must, however, defer to those more knowledgeable than I am on this (and I'm sure ole Ditch will check with his sources who feed him). As an example of the structure variety, this is interesting and helpful, or was to me: nextwavestocks.com There have been cases in which convertible debentures have been re-written or retired and there are cases in which they helped the particular company to grow. Some examples are:azic.com wrs.com Interesting, as of 10/31/98 WIND's revenues were up 42% to $91.2M and net income rose 46% to $17.5M.njo.com Key Energy had a whopping $52 million convertible debenture (along with additional credit of $255 million from Lehman Bros.) used for acquisitions. For the 6 months ending 12/98 revenues rose 40% to $259.2M although they did show a net loss.rlicorp.com Here's an insurance company that did a $46 million convertible debenture in July of 1993. They currently have an "A" rating from S & P.Mr. Henry said that some people are upset about the dilution. But, he said, if you look at the total amount of money the company has raised and the number of shares outstanding, and compare that with the share price today, the company has done an admirable job of raising capital. To be frank, this calculation is a little fuzzy to me, so if anyone else wants to give it a try, be my guest. I tend to agree but must also say I'm equally fuzzy on this. One thought to consider on the 5 million shares granted to Mr. Gordon 12/4/98 - which are restricted: Is it possible this was an anti-dilution move on his part, to retain his percentage of the company/outstanding shares?? Just a thought...just as warrants associated with a convertible debenture are an anti-dilution provision to the debenture holder.