To: FREAKAZOID who wrote (26730 ) 4/25/1999 3:49:00 PM From: Ellen Read Replies (2) | Respond to of 44908
I have to rescind something I posted previously. I'm sorry and apologize in advance if this - the debentures - is an "uncomfortable" subject. But they exist and I would like to clarify something. As in my previous post, I still stand by the opinion that looking at the other side of the coin is a good idea. However, I'm no longer sure that warrants, as described below, are merely an anti-dilutive provision for the debenture holder. They may be or they may be just a plus for the holder. I simply don't know yet. (this was a quote from another post/poster) > 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 be investors who have accepted the terms and who want to see the company succeed. < I'm not saying they are, but what evidence is there that they are not? I'm simply asking to try to find out. If that evidence can be pointed out and the issue quickly put to rest, so much the better for shareholders - which includes me!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. Freak, maybe these should be asked. I wish I'd thought to ask before. 1. Which alliances are these that were introduced? 2. It is most reassuring that G & H are willing to do this. Maybe you can view them when you are there. Marty was most persistent and thorough, IMO, to think to ask in the first place if they would do this.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. Are the debenture holders willing to do this - subordinate their debt?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. (this was a quote from another post/poster) > 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. Is that what it is, merely an anti-dilutive strategy on Gordon's part, to retain his percentage of ownership? At the risk of being foolish or naive, if that is what it is, seems understandable to me. If all this can be made less "fuzzy" and is shown to be detrimentally dilutive and Mr. Gordon is willing to rescind those shares, then I agree the request should be made. FWIW