Accuride Corp. Warrants (ACUZW)

[jaxstraw]

Warrants



On the Effective Date, the Company entered into a Warrant Agreement (the “Warrant Agreement”) with American Stock Transfer & Trust Company LLC, as warrant agent (the “Warrant Agent”). Pursuant to the Plan and the Warrant Agreement, on the Effective Date, the Company issued Warrants to purchase an aggregate of 22,058,824 shares of Common Stock to holders of Old Common Stock.



Each Warrant entitles its holder to purchase one share of Common Stock at an exercise price of $2.10 per share (the “Exercise Price”), as may be adjusted from time to time in accordance with the Warrants. Holders of the Warrants may exercise the Warrants at any time from the Effective Date until the second anniversary of the Effective Date. The number of shares of Common Stock for which a Warrant is exercisable and the Exercise Price will be subject to adjustment from time to time upon the occurrence of certain events, including an increase in the number of outstanding shares of Common Stock by means of a dividend consisting of shares of Common Stock, a subdivision of the Company’s outstanding shares of Common Stock into a larger number of shares of Common Stock or a combination of the Company’s outstanding shares of Common Stock into a smaller number of shares of Common Stock. In addition, upon the occurrence of certain events constituting a reclassification, consolidation, merger or similar event, each holder of a Warrant will have the right to receive, upon exercise of a Warrant (if then exercisable), an amount of securities, cash or other property receivable by a holder of the number of shares of Common Stock for which a Warrant is exercisable immediately prior to such event.



Prior to the exercise of the Warrants, no holder of Warrants (solely in its capacity as a holder of Warrants) is entitled to any rights as a stockholder of the Company, including, without limitation, the right to vote, receive notice of any meeting of stockholders or receive dividends, allotments or other distributions.



The foregoing description of the Warrant Agreement and the Warrants, is qualified in its entirety by the Warrant Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.4, and the Warrants, the form of which is attached to this Current Report on Form 8-K as Exhibit 4.5, both of which are incorporated by reference into this Item 1.01.



http://www.faqs.org/sec-filings/100304/ACCURIDE-CORP_8-K/#ixzz0if3M5oa1

[jaxstraw]

New debts coming in sight last week was not the best news to hear about the already highly leveraged Accuride Corp (OTC:ACUZ). The stock had made several attempts to cope with the previously announced frustrating potential dilution, but yesterday the prospects did not look promising.

Only the exploding trading volume of over 4 million shares traded, 133 times higher than the day before, could have been a positive signal that the demand for the stock could be reviving. The price increase was rather the modest 0.84% and the close at $1.20 for a share came on a high degree of market consolidation.

As for the corporate updates about Accuride, they have not been much favorable recently. Last Monday, it became clear that new 9.5% senior secured notes will be issued and the lenders will have first-priority claims on substantially all of the owned real property and tangible and intangible assets of the company and its subsidiaries. The sale of the notes is expected to close tomorrow, but the cash raised will not be invested in the business. It will be used to refinance the existing senior credit facility.

The large indebtedness of the manufacturer of vehicle components has been a severe problem, which almost led to running out of business last year. Though, after a successful plan of reorganization, Accuride managed to negotiate terms and conditions with its lenders to pay out and settle part of the debt and to emerge from the bankruptcy proceeding at the end of February this year with improved capital structure.

It was already then expected that this will come at the cost of frustrating dilution for the shareholders. Then, 7.5% Senior Convertible Notes have been issued and as at the beginning of this month a registration statement for these notes was filed with changed conversion terms, Accuride's stock reached its absolute bottom since it started trading on the OTCBB market in March this year.

The potential dilution is now even more frustrating than assumed and resembles more a stock split. Nearly 384 million new shares of common stock have been registered for issuance upon the conversion of the notes, in that amount being also included the shares issued upon the emergence from bankruptcy as a payment for backstop fees and the maximum number of shares issuable upon the conversion of certain warrants.

Accuride Corp (OTC:ACUZ) Expects Another Debt Restructuring
by hotstockedcom on Jul 28, 2010

[wall_street61]

it's 2012