I just talked to investor relations. Most of the pref shares were tendered, but there was not enough common participation and they rescheduled another Special Meeting in 2 weeks. THe proxy were sent out from NY and they think the weather conditions effected the delivery of those proxy's. So most of the Pref shareholders are game and the common are holding us up. Official PR coming out later today.
The private Pref holders had until midnight last night to pull out of their tenders. Company probably informed them that the common didn't pass their measures and they pulled. They have enough shares to cover the current tender from the public pref. Now we wait another 2 weeks for the common to take another vote and perhaps the private pref shareholders as well as more public pref will jump in. But today was a step in the right direction considering the common shareholders didn't pass their measures.
On another note, tier I leverage ratio went up to 1.5%, Tier I risk-weighted assets to 2% and combined tier I and II risk-weighted assets to 3.5% from todays transaction. Also a positive developement.
A quick check says that the answer to my question is that failure of the common vote does not impact the consent solicitation.
The proposal was “…to amend the Articles of Incorporation… to increase its number of authorized shares of common stock from 50MM to 1.5B”. With current capitalization of 5.19MM and common pricing at $0.25, that’s roughly 20.8 MM shares currently issued. Add the 19.2MM newly issued shares, and you’re still under the current limit. If the tender had been larger, they would have needed the common vote to go through. I’m curious now, if the new holders from the tender will be allowed to vote their new shares, or if the record date for the original proxy is binding to any extension…
I didn't fully go over the common proxy. But the important measure to complete the conversion is to expand the float. There is a rights offering for the common with $25 million face value. I'll go through the common proxy again. Participation is the main issue that is holding us up. My friend holds the common and as of last friday didn't have the proxy to vote in his possession. He notified his broker. I don't think it will be a problem for the common to pass the measures. Important issue is that most of the Pref tendered their stock.