Friday, October 28, 2016 2:33:04 AM
An excerpt from the article found at the above link:
"Mistral Equity Partners, the majority shareholder of XpresSpa, and other existing XpresSpa holders, will participate in a private placement into FORM Holdings common stock of $1.73 million, at $2.31 per share, which FORM Holdings will then invest in XpresSpa.
XpresSpa equity holders will receive 2.5 million shares of common stock in FORM Holdings, five-year warrants to purchase 2.5 million shares of FORM Holdings common stock, at an exercise price equal to $3.00 per share, and $23.75 million of FORM Holdings’ newly issued convertible preferred stock. The FORM Preferred Stock shall be initially convertible into an aggregate of 3.95 million shares of FORM Common Stock, which equals a $6.00 per share conversion price, and each holder of FORM Preferred Stock shall be entitled to vote on an as converted basis."
The way I understand it, XpresSpa is selling 100% of its equity for FH equity...
Specifically:
A. 2.5m shares of FH
B. 5 year warrants to purchase 2.5m FH shares at $3/sh
C. $23.75m of FH preferred stock which converts into FH common stock at $6/sh
The way I read it, A is worth about $7m (based on today's closing price), B is only valuable if FH trades well above $3 (remember, the warrant holders have to PAY $3/sh to execute those warrants and that's $$ that goes into FH, i.e. $7m for all of them), and finally C, which seems to only be valuable if FH is well above $6/sh
I may not be interpreting these details correctly.
Please do your own analysis...
To me, it seems obvious that the owners of xpresspa -- who are about to close the deal to sell 100% of their company for FH stock (not cash) -- seem to be convinced that the stock will be worth much more than $6/sh in the future... otherwise these terms would not be attractive to them.
This is all just opinion,
GLTA
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