I have looked at the IPO for this preferred stock and the shares are not subject to redemption if the common stock is desisted from the NYSE. So long as it meets the requirements of other exchanges. See below:
A “fundamental change” means an event that shall be deemed to have occurred at the time after the date hereof when our common stock ceases to be listed or admitted for trading on the New York Stock Exchange, the NASDAQ Capital Market, the NASDAQ Global Market or the NASDAQ Global Select Market (or any of their respective successors).
James, I hope you are right, but I said what I did because of an experience with an exchange traded debt that got de-listed. The Hilton Hotel QUIIBS were de-listed and despite the size of this issue after the Blackstone Group took it private and then were only traded through a bond desk. They were eventually called in a few years later when an IPO spun off the Hilton Hotel as a common stock.
After the merger goes through the exchange traded debt will be de-listed from the NYSE and no longer trade as an exchange traded debt issue. What will happen is that they will start to trade via a bond desk since they are "baby bonds", not stocks. Redemption will not take place because there is nothing in the IPO when they were issued that contains a "change in control" condition which would force a redemption. The bad news here is that trading through a bond desk is far more expensive because of higher commissions and you don't have the transparency in an exchange traded securities. In a bond desk trade their is a mark- up depending on the size of the trade.
Phoenix is "obligated" to do what is in the best interest of the stockholders, not the bondholders. Nolongerretiring, your're naive about these guys being honorable people.
If consent is not obtained they will have to continue SEC reporting so it makes no sense to delist them from the NYSE not being able to eliminate the reporting expense.
The consent solicitation is not in the best interest of bondholders because they will be delisted after the merger. The liquidity will decline when they start trading over the counter than the NYSE.
This morning on CNBC a hedge fund principal implied that the bond insurers AGO and MBI were still holding out to see if electric rates will be set higher by Puerto Rico
The stock price has plummeted in recent days that I believe is the result of its delisting from the NYSE. The stock price reflects the uncertainty that investors have about the stock's marketability now that it's traded over the counter.
You have not distorted the filing as some here have said. I went to the ISH website and saw for myself the wording in the SEC filing. I have pasted below the exact wording in the filing.
Because of the uncertainties associated with our ability to implement this plan, we expect that all of our $214 million of long-term debt will be classified as current in our consolidated balance sheet as of September 30, 2015. If we are unsuccessful in disposing of certain non-core assets by the milestones agreed to with our lenders, we would be in default under one or more of our credit facilities and all of our creditors would have the right to accelerate our debt. As a result of the matters described herein, including the uncertainty regarding our ability to execute the restructuring plan and our lenders’ ability to demand payment under our debt agreements, if we are unable to successfully mitigate these uncertainties, there would be substantial doubt about our ability to continue as a going concern.
nostrov3, As I read the prospectus I believe the holders of the preferreds may convert their shares if they want to, but it's not mandatory.
Except as described under “— Change of Control rights,” the Series A Preferred Units will not be subject to preemptive rights or be convertible into or exchangeable for any other securities or property at the option of the holder.
Change of Control Rights
Upon the occurrence of a Change of Control that occurs while Series A Preferred Units are outstanding, each holder of Series A Preferred Units will have the right to convert such number of Series A Preferred Units held by such holder on the Change of Control Conversion Date as such holder may elect into a number of our common units per Series A Preferred Unit to be converted equal to, subject to certain adjustments pursuant to our Second Amended and Restated Agreement of Limited Partnership (as amended, our “Partnership Agreement”), the lesser of:
the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accumulated and unpaid distributions to the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series A Preferred Unit distribution payment and prior to the corresponding Series A Preferred Unit distribution payment date, in which case no additional amount for such accumulated and unpaid distribution will be included in this sum) by (ii) the average of the closing prices for our common units on the National Securities Exchange on which our common units are then listed or....
lasiskind, I own the preferred shares in a IRA account and therefore believe I will not face a tax event. becasue I'm only taxed as ordinary income when I make a withdrawal from the IRA.
Will the preferred shares be redeemed if NGLS is purchased by Targa Resources TRC?