Current Price – $3.75/warrant, $11.13/share
Offer – 1 warrant to 0.33 common shares.
Upside – 1%
Expiration date – 11 September 2014
Summary:
The Offer is to permit holders of Warrants to tender up to 15,000,000 Warrants at an exchange ratio of 0.3333 Shares for each Warrant tendered (approximately one Share for every three Warrants tendered), subject to proration, as described herein.
As of August 13, 2014, the Company had 22,831,263 Warrants outstanding. Each Warrant is exercisable for one Share at an exercise price of $11.50. By their terms, the Warrants will expire on January 31, 2018, unless sooner exercised or redeemed by the Company in accordance with the terms of the Warrants. Warrants eligible to be tendered pursuant to the Offer (subject to proration as described below) include 15,791,262 Warrants issued in our IPO and 7,040,001 Warrants issued in a private placement to our founders in connection with our IPO.
We have entered into tender support agreements with two of our directors, Harry E. Sloan and Jeff Sagansky, who hold an aggregate of 7,040,001 Warrants, pursuant to which each has agreed to tender pursuant to the Offer all of the Warrants.
The offer is likely to be oversubscribed and maximum 1/3 of tendered warrants might not be purchased (this is in case all warrant holders tender).
Proration:
If more than 15,000,000 Warrants are properly tendered and not withdrawn prior to the Expiration Date, and we do not extend the Offer and increase the number of Warrants that may be tendered, then we will exchange Warrants from tendering Warrant holders, in accordance with the terms and conditions specified in the Offer, on a pro rata basis (disregarding fractions), in accordance with the number of Warrants duly tendered by or on behalf of each Warrant holder (and not so withdrawn). This Offer will not have any special proration provision for odd-lot tenders, which means that all odd-lot tenders (including Warrant holders who own fewer than 100 Warrants) are subject to proration. The proration period will expire on the Expiration Date.
Source of Funds:
Not applicable