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Act Teleconferencing Inc (fka ACTT)

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Last Post: 2/3/2014 10:01:42 PM - Followers: 30 - Board type: Free - Posts Today: 0

WARNING - THE PREFERRED SHAREHOLDERS CONTROL THE VALUE OF THIS COMPANY

Common Shareholders will receive NOTHING from the $44 million buyout!


THE FACTS ARE IN THE COMPANY'S OWN SEC FILINGS and the Merger Agreement 8-K!

Peter Salas controls the company through his ownership of convertible preferred stock, which not only increases the convertible value by 9.55% every quarter (44% every year), but also the liquidation preference by 9.55% each quarter.

Quote:
The Series AA Preferred Stock increases in stated value at a rate of 9.55% per quarter. The Series AA shareholders are entitled to quarterly increases in the stated value of their shares of Series AA Preferred Stock , at a rate of 9.55% per quarter. As a result, their liquidation preference and beneficial ownership of our common stock will continue to increase over time at an estimated annual rate of approximately 44%.
The liquidation preference is the key - financially, it is treated like debt. A debt which increases by 9.55% every quarter (44% every year - forever). The company owes the preferred holders that money before they owe anything to common shareholders. That means the common shareholder value, which is already well underwater, is being buried by 44% MORE every year. They will never catch up, which means the common stock will stay worthless. That was exactly the point behind the preferred stock issuance.

Even if Salas were to sell the company tomorrow, he would make sure he and the preferred holders get ALL the money - due to the liquidation preference, he doesn't have to share a thing with common shareholders. Also from the 10-K:

Quote:
Our preferred stock carries a substantial liquidation preference, which could significantly impact the return to common equity holders upon an acquisition.

In the event of liquidation, dissolution, winding up or change of control of us, the holders of Series AA Preferred Stock would be entitled to receive the stated value per share of Series AA Preferred Stock plus all increases to stated value on such share before any proceeds from the liquidation, dissolution or winding up are paid with respect to any other series or class of our capital stock. Accordingly, the approximately 160,000 shares of Series AA Preferred Stock that are outstanding following the preferred stock offering that was completed in February, 2006 currently have an aggregate liquidation preference of approximately $24.1 million, which will increase at a quarterly rate of 9.55%, compounded quarterly. This will result in an aggregate liquidation preference in excess of $91.1 million on the fifth anniversary of our initial sale of Series AA Preferred Stock. Consequently, the sale of all or substantially all of our assets or other fundamental corporate transactions may result in substantially all of the proceeds of such transaction being distributed to the holders of our Series AA Preferred Stock.

Link to last 10-K

http://www.sec.gov/Archives/edgar/data/918709/000119312507070183/d10k.htm

That liquidation preference is now well over $100 million and increases by 44% every year...FOREVER.

 

 

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#3601   Yeah, so, I was wondering, when are the WarMachine 02/03/14 10:01:42 PM
#3600   I am curious, too. Have you are any 1manband 11/10/13 08:53:41 PM
#3599   Got your new shares yet? Still watching and WarMachine 11/10/13 07:48:10 PM
#3598   Um, old post bro...keep up GEM 11/10/13 07:45:58 PM
#3597   So, how's that workin' out for ya? WarMachine 11/10/13 07:43:21 PM
#3596   Thanks. I hope some people listened and reviewed 1manband 10/08/13 08:13:51 PM
#3595   Thanks for all of the effort you went Cassandra 10/07/13 10:18:14 PM
#3593   LOL...demand payment? Good luck with that. Shares are retireat40 10/03/13 07:58:49 PM
#3592   A class action suit won't get far at 1manband 09/27/13 08:15:48 PM
#3591   Class action filing is all you have. Shareholders WarMachine 09/27/13 08:02:19 PM
#3590   Sorry, but it is true. Common shareholders can 1manband 09/27/13 06:30:12 PM
#3589   Fact - one has the right to dissent marketmaker33 09/27/13 06:27:26 PM
#3588   ACTT...now delisted. Guess it blew up on the retireat40 09/26/13 11:45:20 AM
#3587   Yes, this was a complicated series of transactions, 1manband 09/24/13 01:15:59 PM
#3586   The way the ACTT "going private" transaction happened Cassandra 09/22/13 08:00:20 PM
#3585   Just remember there were those touting this a retireat40 09/19/13 11:49:20 AM
#3584   1man..spot on ...you schooled a lot of folks frontloading 09/18/13 07:04:26 PM
#3583   Hmmm SYMBOL DELETED and no news as to Cassandra 09/14/13 05:20:45 AM
#3580   Hmmm SYMBOL DELETED and no news as to WarMachine 09/10/13 11:25:05 PM
#3579   ACTT: Acquired by Premiere Global Services, Inc. The Renee 09/10/13 09:10:38 AM
#3578   Yes, he is. The common gets nothing. The 1manband 09/09/13 10:01:01 PM
#3577   who said anything about converting? Peter owns over srm4u 09/09/13 09:57:10 PM
#3576   That is absolutely meaningless, as this merger classifies 1manband 09/09/13 09:50:45 PM
#3575   BENEFICIAL OWNERSHIP OF OUR VOTING SECURITIES srm4u 09/09/13 09:48:03 PM
#3574   LOL! It does not get any clearer than Aduke 09/09/13 09:19:09 PM
#3573   residual portion of the Aggregate Merger Consideration, if WarMachine 09/09/13 09:15:19 PM
#3572   Acquired by Premiere Global Services, Inc. The holders ErnieBilco 09/09/13 09:04:57 PM
#3570   We KNOW what happens tomorrow. We don't have 1manband 09/09/13 08:24:43 PM
#3569   And why are they being deleted? Because they 1manband 09/09/13 08:23:36 PM
#3568   Ok, well lets see what happens tomorrow. Rainer 09/09/13 08:23:34 PM
#3567   It doesn't say shares are cancelled, it says monda2frida 09/09/13 08:22:59 PM
#3566   What does that mean? 1manband 09/09/13 08:22:12 PM
#3565   What does that mean? Rainer 09/09/13 08:20:48 PM
#3564   The shares ARE cancelled and it IS on 1manband 09/09/13 08:20:48 PM
#3563   Good luck with that. The problem is that 1manband 09/09/13 08:19:43 PM
#3562   ACTT is FINISHED...LINK $Green$ 09/09/13 08:19:01 PM
#3561   If the shares were going to be cancelled, monda2frida 09/09/13 08:18:38 PM
#3560   There appears to have been an amendment to monda2frida 09/09/13 08:13:49 PM
#3559   I told you it was different. 1manband 09/09/13 07:58:56 PM
#3558   It is on today's Daily List as deleted 1manband 09/09/13 07:57:38 PM
#3557   Whoever bought that 500 shares at the close 1manband 09/09/13 07:56:39 PM
#3556   Do you have a link stating this won't Rainer 09/09/13 07:56:18 PM
#3555   It is OVER! The common stock will trade 1manband 09/09/13 07:52:09 PM
#3554   Show ain't over here. Rainer 09/09/13 07:51:12 PM
#3553   I think the trading action the past 2 1manband 09/09/13 07:45:15 PM
#3552   Best to not argue about the petty stuff. WarMachine 09/09/13 07:42:32 PM
#3550   I am holding ACTT so I remain hopeful. Rainer 09/09/13 07:39:46 PM
#3549   But they do. No pay, no tier. Unlike 1manband 09/09/13 07:20:20 PM
#3548   My point is, they don't "pay for a monda2frida 09/09/13 07:18:26 PM
#3547   No, you have it backwards. A company has 1manband 09/09/13 07:13:35 PM
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