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rru2s

02/16/11 7:35 PM

#4082 RE: firsttrade #4081

I am trying to point out that some deals are done where a company acquires another company using shares of their own stock as currency. For example, a couple weeks ago NEP stated they were acquiring an oilfield from another company to be paid for partly with 5M shares of NEP stock and partly with cash. The stockholders of the company being acquired then end up with shares of NEP.

By doing it this way, you avoid selling newly created shares on the open market. The problem with open market sales of new shares is the company knows it will take a while to sell them at current market prices - based on volume x number of days. So there is usually a discount on the share price. For example, CCCL issued a shelf offering of a few million shares, and they offered all of the shares at a fixed price which was roughly 10 percent lower than the current market price as of the closing the day before issuance. PUDA did the same thing, roughly 10 percent discount compared to previous day's price.

So you see that temporary 10 percent drop, but the sale raises cash faster than just offering at whatever price the market is willing to bid.

That is how I understood those two deals to occur. Look it up in their previous news releases if you want to see how it was described in more detail. I just assumed LPH would do the same if in fact they sold open market new shares.

So if they gave new shares in lieu of cash, there would not be this discount to market of 10 percent necessary, and theoretically the market price should not have to drop by 10 or more percent if investors realize the acquisition is immediately accretive to earnings (or within a quarter or thereabouts).