ROIQW - ROI Acquisition II warrant

[krazeenyc]

I believe the default is to receive 50 cents plus .05 shares so you need to elect with your broker to have your warrants stay as warrants.

 

Packer

 

Be careful though, I would definitely talk to your broker --  make an election.  I've had a handful of situations that were supposed to default a certain way be treated differently at different firms for quirky reasons. For example, when CTRE made a purging dividend distribution, the default election was all shares. A couple of my  brokers treated the distribution as expected, but I was somehow defaulted to the cash election at one firm because they claimed my general dividend preference was for cash.

[saltybit]

The price doesn't seem to reflect the probability of the deal going through. Are folks loading up on these?

[writser]

Yes. Though because it is a binary bet I'm not buying that much. Looks like there is a big guy unloading at $.48. Might spike up after he's done. Or not. We'll see!

[saltybit]

Has anyone done more work on Ascend and found information more than what's in the SEC filings?

Trying to see if it would be worth keeping some of the common

[gg]

Warrants are tanking today (I know on low volume, but still down a lot) - has anyone seen any news?

[sampr01]

May be profit taking from lows

[Packer16]

The one item which can undo the deal is more than 2.2m redemption request by existing shareholders.  However, most of the shareholders who were going to redeem all along probably redeemed in Sept (3.2m shares) so the questions is how many more are potentially out there.  There is also the additional option of Ascend accepting independent of the shares redeemed but the unknown if this is invoked how the deal will change.

 

Packer

[bizaro86]

Do the owners of the shares have another chance to redeem?

[Packer16]

Yes they do have an option at the October meeting but the purpose of allowing redemption in September was to get a feeling of the number of redemptions that would occur here. 

 

Packer

[tombgrt]

The one item which can undo the deal is more than 2.2m redemption request by existing shareholders.  However, most of the shareholders who were going to redeem all along probably redeemed in Sept (3.2m shares) so the questions is how many more are potentially out there.  There is also the additional option of Ascend accepting independent of the shares redeemed but the unknown if this is invoked how the deal will change.

 

Packer

 

How are you estimating the odds of the deal going through? Clearly better than 40%? I'm surprised this is trading where it is which probably simply indicates I don't get the risks very well. ;)

[Packer16]

I think it is higher than 50% but I am no expert in this.  The incentives appear to be aligned for a deal given the Oct 12 adjustments and the fact that NSR wants a US platform to continue the tower roll-up in India.  The Chinese listing of its tower co should also generate some interest.

 

Packer

[sampr01]

New SEC filing with more details on amendment

 

http://stocknewsflow.com/1581607_000114420415059808_0001144204-15-059808

[Packer16]

Thanks.  We will know by the 21st if the deal is go or not depending upon redemptions.

 

Packer

[valuesource]

I spoke to Okapi Partners, ROIs proxy solicitation firm.  If you did not own the warrants prior to record date Sept 18th you do not have the option of tendering for $0.50 + 0.05 shares consideration.  However, you are not required to make an election on the proxy to have warrant survive in event of a business combination.

[bizaro86]

Interesting.  Are you sure that's true if held in street name? Record holder hasn't changed, after all.  IB offered me the option for warrants purchased past that date.

[Gamecock-YT]

Yeah, I would think it would be the other way around? I purchased warrants on 10/13 and elected to have them survive. They are currently not available for trading. My assumption is if you are purchasing ROIQW now, they will be exchanged for $0.50 and .05 share if the vote passes.

[Jurgis]

My assumption is if you are purchasing ROIQW now, they will be exchanged for $0.50 and .05 share if the vote passes.

 

This is what happens by default according to Fido.

[Gamecock-YT]

Also interesting that American Tower just purchased a controlling interest in the 5th largest captive in India.

 

http://www.businesswire.com/news/home/20151021005748/en/American-Tower-Corporation-Announces-Acquisition-Controlling-Interest

 

Looks like the purchase was for 11x EBITDA.

[saltybit]

Can you still elect to do so if you buy it today? (before the special meeting tomorrow)

 

My assumption is if you are purchasing ROIQW now, they will be exchanged for $0.50 and .05 share if the vote passes.

 

This is what happens by default according to Fido.

[Gamecock-YT]

Can you still elect to do so if you buy it today? (before the special meeting tomorrow)

 

My assumption is if you are purchasing ROIQW now, they will be exchanged for $0.50 and .05 share if the vote passes.

 

This is what happens by default according to Fido.

 

I think the last day to elect to have your warrants survive was yesterday, so at this point if you are purchasing ROIQW you by default are getting the .5 and .05.

 

 

[Jurgis]

Can you still elect to do so if you buy it today? (before the special meeting tomorrow)

 

My assumption is if you are purchasing ROIQW now, they will be exchanged for $0.50 and .05 share if the vote passes.

 

This is what happens by default according to Fido.

 

I am pretty sure you can't elect for warrant to survive. You will get cash + 0.05 share if you buy today and deal goes through.

However, call your broker. IANYB.  8)

[sampr01]

Hi All

 

Anyone aware of following supplement to proxy. This was posted on alphavulture's comment section.

 

Per the supplement to the proxy statement:

 

During the period of September 8, 2015 to October 10, 2015, ROI and Ascend Holdings with the participation of Deutsche Bank Securities Inc. and Oppenheimer & Co., contacted and held meetings with certain existing and potential investors of ROI and Ascend Holdings with respect to the Business Combination, at which the parties received feedback on the terms of the Business Combination. Commencing on or about October 1, 2015, ROI and Ascend Holdings discussed the possibility of restructuring the Business Combination in light of feedback from meetings with certain existing and potential investors and due to recent economic turmoil in certain emerging markets. The parties discussed a potential reduction in the total pro forma total enterprise value of Ascend Holdings based on the number of Ascend Holdings ordinary shares outstanding as of closing of the Business Combination through either a reduction in the common stock to be held by NSR upon closing of the Business Combination or forfeitures and/or transfers of ROI founder shares or some combination of the foregoing. The parties also discussed removing the closing condition relating to the maximum redemption amount for ROI public shares in order to provide more flexibility for structuring the Business Combination. During this period, ROI’s management kept its board of directors apprised of these negotiations and discussions.

Pursuant to these negotiations and based on feedback from existing and potential investors, on October 11, 2015, ROI and Ascend Holdings agreed that ROI’s sponsors would forfeit approximately 1.1 million founder shares at the closing of the Business Combination and that the number of Ascend Holdings ordinary shares that NSR would own upon the closing of the Business Combination would be reduced from approximately 12.7 million to approximately 11.2 million. The parties also agreed to remove the maximum redemption closing condition and the requirement that a portion of the proceeds of the Business Combination be used to repay certain subordinated debt of Ascend India that is owed to IFIN.

 

— The revised merger terms follow feedback received from meetings with the current holders. Thus I think the chances of a positive vote/limited redemptions and the deal closing are materially higher than what the market seems to be pricing.

[gg]

Hi All

 

Anyone aware of following supplement to proxy. This was posted on alphavulture's comment section.

 

Per the supplement to the proxy statement:

 

During the period of September 8, 2015 to October 10, 2015, ROI and Ascend Holdings with the participation of Deutsche Bank Securities Inc. and Oppenheimer & Co., contacted and held meetings with certain existing and potential investors of ROI and Ascend Holdings with respect to the Business Combination, at which the parties received feedback on the terms of the Business Combination. Commencing on or about October 1, 2015, ROI and Ascend Holdings discussed the possibility of restructuring the Business Combination in light of feedback from meetings with certain existing and potential investors and due to recent economic turmoil in certain emerging markets. The parties discussed a potential reduction in the total pro forma total enterprise value of Ascend Holdings based on the number of Ascend Holdings ordinary shares outstanding as of closing of the Business Combination through either a reduction in the common stock to be held by NSR upon closing of the Business Combination or forfeitures and/or transfers of ROI founder shares or some combination of the foregoing. The parties also discussed removing the closing condition relating to the maximum redemption amount for ROI public shares in order to provide more flexibility for structuring the Business Combination. During this period, ROI’s management kept its board of directors apprised of these negotiations and discussions.

Pursuant to these negotiations and based on feedback from existing and potential investors, on October 11, 2015, ROI and Ascend Holdings agreed that ROI’s sponsors would forfeit approximately 1.1 million founder shares at the closing of the Business Combination and that the number of Ascend Holdings ordinary shares that NSR would own upon the closing of the Business Combination would be reduced from approximately 12.7 million to approximately 11.2 million. The parties also agreed to remove the maximum redemption closing condition and the requirement that a portion of the proceeds of the Business Combination be used to repay certain subordinated debt of Ascend India that is owed to IFIN.

 

— The revised merger terms follow feedback received from meetings with the current holders. Thus I think the chances of a positive vote/limited redemptions and the deal closing are materially higher than what the market seems to be pricing.

 

Yes, that was the news that took the warrants from the 20s to the 40s

[sampr01]

I am aware of that and should have clarified by highlighting.Please take a look at the last sentence of the paragraph regarding max redemption condition. I didn't find it in the SEC filing

 

The parties also agreed to remove the maximum redemption closing condition and the requirement that a portion of the proceeds of the Business Combination be used to repay certain subordinated debt of Ascend India that is owed to IFIN.

[Jurgis]

I think you are mostly preaching to the choir here.

 

The only interesting question is who's selling at $.4X prices this week? Stupid money? Smart money who knows what info?

 

Edit: I could also argue that the fact of no news after Wednesday means that redemption requests are not derailing the deal. Otherwise, ROIQ might have delayed the vote again. But this might be wrong interpretation and wishful thinking. ;)