The debt that Al swapped for equity was just as risky as the equity, so swapping it for shares does not increase his risk.This is not the case for other share holder going into the market and buying additional shares to preserve their percentage ownership in the company.Buying shares with new money increases your risk; swapping unsecured debt for equity, in this case, does not increase risk.Al agreed to lend that money in 2007 at terms that were at the time acceptable to him. Keep in mind that there is $215 million of senior convertibles that are in front of his note.If the company is not successful he will get the same dollar amount of recovery on his loan regardless of whether he swapped some of his debt for equity.As it stands the sum of the convertibles and his remaining note is $215MM + $283MM = $498MM.It is highly unlikely that if the company fails that recovery will exceed $498MM.
Another point is that the $77 million was not due at the time that he swapped debt for equity.The terms, copied from the 10-Q, are shown below.
I still believe in the company, but that does not change the facts on this transaction.
In October 2007, the Company entered into a $350.0 million loan arrangement with its principal stockholder. In February 2009, the promissory note
underlying the loan arrangement was revised as a result of the principal stockholder being licensed as a finance lender under the California Finance Lenders
Law. Accordingly, the lender was revised to The Mann Group. Interest accrues on each outstanding advance at a fixed rate equal to the one-year LIBOR rate
as reported by the Wall Street Journal on the date of such
advance plus 3% per annum and is payable quarterly in arrears. The borrowing rate was 4.6% at both March 31, 2012 and December 31, 2011, respectively.
In August 2010, the Company amended and restated the promissory note to extend the maturity date from December 31, 2011 to December 31, 2012. In
January 2012, the Company amended the note with The Mann Group to extend the maturity date from December 31, 2012 to March 31, 2013 and to extend
the date through which the Company can continue to borrow under the amended terms of the note until June 30, 2012. In addition, interest is payable on the
first day of the calendar quarter following the calendar quarter in which an advance is made, or such other time as the Company and The Mann Group
mutually agree. On May 9, 2012, the Company amended the note with The Mann Group to extend the maturity date of the $350.0 million loan arrangement
from March 31, 2013 to July 1, 2013. Under the amended and restated promissory note The Mann Group may require the Company to prepay up to $200.0
million in advances that have been outstanding for at least 12 months. If The Mann Group exercises this right, the Company will have 90 days after The Mann
Group provides written notice (or the number of days to maturity of the note if less than 90 days) to prepay such advances. In August 2010, the Company
entered into a letter agreement confirming a previous commitment by The Mann Group to not require the Company to prepay amounts outstanding under the
amended and restated promissory note if the prepayment would require the Company to use its working capital resources. In the event of a default, all unpaid
principal and interest either becomes immediately due and payable or may be accelerated at The Mann Group's option, and the interest rate will increase to the
one-year LIBOR rate calculated on the date of the initial advance or in effect on the date of default, whichever is greater, plus 5% per annum. All borrowings
under the loan arrangement are unsecured. The loan arrangement contains no financial covenants. There are no warrants associated with the loan arrangement.
