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climberprof

02/18/11 10:44 AM

#544 RE: drrugby #533

What is the meaning of that?

Especially:

" The failure of the Company’s common stock to continue to be listed on the NYSE may accordingly trigger a Delisting Event resulting in the right of Pershing Square to require the Company to redeem the Warrants for an amount in cash equal to the Cash Redemption Value of the Warrants as of the date of the Delisting Event."



Cl, Take a look at the 8k's.

I find this interesting. No other preferreds just warrants..

http://idc.api.edgar-online.com/efx_dll/edgarpro.dll?FetchFilingConvPDF1?SessionID=FfZWHoFEPYckEfS&ID=7697149

In the event of the company delisting.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On February 3, 2011, Borders Group, Inc. (the “Company”) was notified by NYSE Regulation, Inc. (“NYSE Regulation”) that it was not in compliance with the continued listing standard of the New York Stock Exchange, Inc. (the “NYSE”) requiring a minimum average closing price of $1.00 per share over a consecutive 30 trading day period. The notification letter stated that as of January 28, 2011, the 30 trading day average closing price of the Company’s common stock was $0.97 per share. Subject to providing required notice to the NYSE, the Company is entitled to a six-month period from the date of the NYSE Regulation notification to cure this deficiency.
Pursuant to the Warrant and Registration Rights Agreement dated as of April 9, 2008 (the “Warrant Agreement”) between the Company and
Computershare Trust Company, N.A., as warrant agent, the Company has issued stock purchase warrants to acquire 25,944,236 shares of the
Company’s common stock, subject to adjustment (the “Warrants”), to Pershing Square Capital Management, L.P. and its affiliates (“Pershing Square”). Under the terms of the Warrant Agreement, upon the occurrence of a “Delisting Event,” the Company, at the option of the holders of the Warrants, is obligated to redeem the Warrants for cash for an amount equal to their “Cash Redemption Value.”

The term “Delisting Event” is defined in the Warrant Agreement as any event or series of events as a result of which the Company’s common stock ceases to be listed on the NYSE or the Nasdaq Stock Market, Inc. The “Cash Redemption Value” of any Warrant means the fair market value of the Warrant as of the date of the Delisting Event, as determined by an independent appraiser based on a valuation methodology provided in the Warrant Agreement. The failure of the Company’s common stock to continue to be listed on the NYSE may accordingly trigger a Delisting Event resulting in the right of Pershing Square to require the Company to redeem the Warrants for an amount in cash equal to the Cash Redemption Value of the Warrants as of the date of the Delisting Event.