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Re: wallstarb post# 98657

Monday, 07/12/2010 6:34:43 PM

Monday, July 12, 2010 6:34:43 PM

Post# of 257266
I very well understand anti-dilution provisions - I've drafted many in my time (and been on the wrong end of one in a company I founded too). That's not what I'm talking about.

In the IPO context, if a stock has a book value of $1 and shares are being sold at $10, the new investors are being diluted - that's what the registration statement warns about. The existing investors are being anti-diluted - the book value of the shares the existing shareholders hold is going to go up after the offering.

You are simply using the word "diluted" to refer to any increase in the number of shares outstanding. That's not what the word means. If ARIA tomorrow sold shares to a partner as part of a deal and the partner paid $10/shr, would you say existing shareholders have been diluted?

Peter

Edit- Here's language from Tesla's recent registration statement:

Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.

The initial public offering price of our common stock is substantially higher than the net tangible book value per share of our outstanding common stock immediately after this offering. Therefore, if you purchase our common stock in this offering, you will incur immediate dilution of $14.01 in net tangible book value per share from the price you paid. In addition, following this offering and the concurrent private placement, purchasers in this offering will have contributed 35.0% of the total consideration paid by our stockholders to purchase shares of common stock, in exchange for acquiring approximately 12.8% of our total outstanding shares


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