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Act Teleconferencing Inc (fka ACTT) RSS Feed

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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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