hock: As you indicated, SEC Rule 13d-1, covers the filing of a 13D, or alternatively a 13G report, for holders of 5% or more of a company's equity security. However, as noted below the rule defines "equity security" to cover registered securities. Since according to the press release the notes are being issued as unregistered securities, it would appear that they are not subject to the 13D/G filing requirement.
Rule 13d-1 -- Filing of Schedules 13D-G
i. For the purpose of this regulation, the term "equity security" means any equity security of a class which is registered pursuant to section 12 of that Act, or any equity security of any insurance company which would have been required to be so registered except for the exemption contained in section 12(g) (2) (G) of the Act, or any equity security issued by a closed-end investment company registered under the Investment Company Act of 1940: Provided, such term shall not include securities of a class of non-voting securities.
Quote: _________ Will the closing on the convert deal, on Monday, necessitate a 13-D filing? Alternatively, is it certain that we will learn the identity of the investor(s)?
My thinking is this: if there is only one investor, a 13-D is required if the amount of underlying shares in the converts (about 3M) are counted under the guidelines of a 13-D requirement, i.e. more than 5%. I am pretty sure the shares associated with the warrants do not qualify.
If the above is true, then 13-D's may not be required if there are more than one investor and none hold more than 5%.
Any input would be appreciated. I am curious if anyone has a definitive and logical reason to believe that we will necessarily learn who our new investor(s) is (are). TIA
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