There may be a paradox in your theory. From my recollection Boogaloo possesses the majority of the preferred shares (does anyone have this data?). Should there be a change of control allowing preferred conversion to common Boogaloo will still be in control of the company. Therefore, there is no change of control allowing conversion.
I read the prospectus many years ago and was very surprised at the leverage these converted shares and notes gained. It actually seemed illegal to me. I recall several notes illegally converted thus massively diluting the common shares.
It appears as if boogaloo and his lawyers wrote a prospectus to insure he had control of the company assets regardless of the outcome, the investors be damned. I can envision a judge declaring the prospectus null and void as it is an illegal prospectus. Then there would be a fight dividing the paper assets amongst the shareholders with the common rightfully receiving boogaloos ill-gotten shares.
boogaloo and his lawyers devised a scheme (the prospectus) that guarantees boogaloo receives the bulk of the company assets regardless of company's disposition. Preffered have NO claim on the company assets.
Of course that's just my theory. I feel for the preferred shareholders but the assets belong to the company and common shareholders. Preferred shareholders are silent investors in the company. Basically they own corporate bonds and get a fixed percentage on their investment when the company makes money. They get paid first, before common get their dividends.
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