To: quidditch who wrote (1034 ) 6/1/1999 10:33:00 PM From: Teddy Respond to
steven, you get to pick which tracking stock you want (subject to pro ration), but the number of shares (of whateva your choice) could be more or less than the 1000 shares in your example. It's pretty wild:edgar-online.com bold added )11. Explain what a U S WEST or Global Crossing shareholder will receive in the transaction. Each shareholder of U S WEST and Global Crossing will receive GSP Stock, LSP Stock, or a combination of both. Assuming an exchange ratio of 1.21, a Global Crossing shareholder will receive 1.00 Election Right for each Global Crossing share held and a U S WEST shareholder will receive 1.21 Election Rights for each U S WEST share held. Thus, each U S WEST shareholder will receive Election Rights which entitle it to a package of value (GSP Stock, LSP Stock, or a combination of both) per U S WEST share held that is 1.21 times the package of value (GSP Stock, LSP Stock, or a combination of both) per Global Crossing share that each Global Crossing shareholder will receive. Investment bankers will appraise the relative values of the GSP Stock and the LSP Stock (see Question 15), and, following the appraisal, each shareholder will choose the mix of LSP Stock and GSP Stock that he would like to receive. Because the per share values of GSP Stock and LSP Stock may be different, the merger agreement contains formulas which are designed to ensure that each shareholder receives an equal package of value per Election Right, whether he selects all GSP Stock, all LSP Stock, or a combination of both. The number of shares of GSP Stock and LSP Stock ultimately issued to each shareholder will be subject to pro ration if there is an oversubscription for either GSP Stock or LSP Stock (see Exhibits 4-6 for examples).
