Umwandlung Vorzugsaktie in Stammaktie

[ReBekka]

Wie muss ich buchen wenn ich meine Vorzugsaktien eines anderen Unternehmens in eingeschränkt verwendbare Stammaktien umwandeln lasse?

 

 

 

 

TIMES Mirror Company, a Los Angeles, California-based publishing company, is engaged

principally in the newspaper publishing, professional information and consumer media

businesses. The company publishes the Los Angeles Times, Newsday, the Baltimore Sun, the

Hartford Courant and several smaller newspapers. Through its subsidiaries, the company also

provides professional information to the legal, aviation, health science and consumer health

markets, publishes college textbooks, other categories of books and magazines and also

provides training information and services.

On April 5, 1995, Times Mirror, along with four other companies (Adobe Systems, Hearst Corp.,

Knight-Ridder and TCI Technology Ventures) participated in a private placement of "Series C

Convertible Preferred Stock" of Netscape Communications Corporation. Later that year, on

August 8, 1995, Times Mirror converted its 444,445 preferred shares into 888,890 shares of

Netscape common stock which subsequently split two-for-one on February 6, 1996. The

carrying value (cost basis) of the 1,777,780 shares of common stock currently held by Times

Mirror equals $2.25 per share. Pursuant to Securities and Exchange Commission (SEC)

regulations governing private placements of securities, Times Mirror is prohibited from selling

any portion of its investment in Netscape common stock for two years subsequent to the date of

original purchase.

Netscape Communications Corporation, a Mountain View, California-based producer of

Netscape Navigator, the then dominant World Wide Web (WWW) browser, develops, markets

and supports open client/server and integrated applications software that enables information

exchange and commerce over the Internet and private Internet Protocol networks. Netscape

went public in a spectacularly successful initial public offering (IPO) in August 1995, rocketing

from a split-adjusted offering price of $10.50 per share to a high of $87 per share by early

December. Since that time, Netscape common stock has retreated and was trading around $40

in early March 1996. The price and volume history of Netscape common stock over the last 16

months is provided in figure 1.

On March 5, 1996, Times Mirror sought permission from the SEC to issue up to 1,500,000

shares of premium equity participating securities (PEPS). The PEPS are redeemable five years

from the date of issue and their redemption value is tied to the value of Netscape common stock

at that time. The issuance of these securities provided Times Mirror an opportunity to pass on

the risk of any additional loss in the value of their restricted Netscape stock. Simply put, the

PEPS issuance has allowed Times Mirror to transfer the risk of Netscape ownership to the

PEPS holders.

On March 13,1996, Times Mirror sold 1,305,000 PEPS shares. The initial selling price of one

PEPS share was equal to $39.25, effectively guaranteeing a $37 per share gain on the

underlying Netscape stock for each PEPS share sold. Each PEPS share provides a current 2

yield to the purchaser at the annual rate of 4.25 percent, payable quarterly. In addition to

receiving the quarterly distributions, PEPS investors receive a payout in cash at maturity of an

amount derived from the market price of Netscape common stock. Therefore, holders of the

PEPS bear the risk of not receiving all or possibly any invested principal if the value of Netscape

common stock declines. If the value of the Netscape common stock remains the same or rises,

the holders of the PEPS will receive 100 percent of the principal amount ($39.25) up to when

the Netscape common stock has risen to $45.14 (115 percent of the issue price). If, at maturity,

Netscape common stock is selling above that threshold amount, PEPS investors will receive the

principal amount plus 87 percent of the price appreciation above $45.14. Figure 2 graphically

illustrates the payout at maturity for the PEPS as a function of the value of Netscape common

stock.

With this sale, Times Mirror has insulated themselves from the risk that Netscape's price decline

will continue. If the price were to continue to fall, the value of their Netscape holdings would

obviously decline. Now, however, that decline is offset by the reduced obligation owed the

PEPS investors. On the upside, some appreciation potential is retained due to the sharing

arrangement between PEPS holders and Times Mirror. Figure 3 illustrates the correlation

between Netscape common stock and the market value of the PEPS since the PEPS issue

date.

The PEPS shares are not redeemable for the Netscape holdings of Times Mirror. Times Mirror

is not obligated to retain its Netscape stock when the restriction on its sale lapses, but has

indicated an intention to retain an equal number of Netscape common shares as PEPS sold and

to liquidate those holdings immediately prior to the maturity of the PEPS to ensure adequate

cash for redemption. The PEPS are backed solely by the credit of Times Mirror. Times Mirror's

average borrowing cost can be assumed to be 7.5 percent.

REQUIREMENTS

1. Briefly discuss the benefits (including tax benefits) the PEPS securities provide to Times

Mirror.

2. Provide a brief discussion of SEC regulations concerning private placements of restricted

stock (i.e., who is eligible to participate in such deals, what are the nature of the restrictions

on resale of the stock and why are such restrictions deemed necessary).

3. Times Mirror has been accounting for its investment in the restricted Netscape common

stock at cost. Discuss the appropriateness of this accounting treatment under the current

(i.e. 2011) IFRS.

4. How would Times Mirror have to account for the PEPS, at issuance and in subsequent

periods as the market value of Netscape common stock fluctuates, under the current IFRS.

Is hedge accounting a possibility? Explain.

[Anleger Klein]

REQUIREMENTS

1. Briefly discuss the benefits (including tax benefits) the PEPS securities provide to Times

Mirror.

2. Provide a brief discussion of SEC regulations concerning private placements of restricted

stock (i.e., who is eligible to participate in such deals, what are the nature of the restrictions

on resale of the stock and why are such restrictions deemed necessary).

3. Times Mirror has been accounting for its investment in the restricted Netscape common

stock at cost. Discuss the appropriateness of this accounting treatment under the current

(i.e. 2011) IFRS.

4. How would Times Mirror have to account for the PEPS, at issuance and in subsequent

periods as the market value of Netscape common stock fluctuates, under the current IFRS.

Is hedge accounting a possibility? Explain.

 

Habe ich das richtig verstanden - wir sollen deine Hausaufgaben machen? Falls ja - so wirst du wenig Erfolgschancen haben. Ein Vorschlag was du tun würdest und über den man dann diskutieren kann bringt dir wohl eher Antworten.

[John Silver]

Fass das mal auf Deutsch zusammen, dann können wir vielleicht darüber diskutieren.

Außerdem wäre ein netter Anfang wie "Hallo" oder "Guten Tag" oder so auch ganz nett,

von einer freundlich gestellten Bitte um Hilfe ganz zu schweigen.

[Nudelesser]

Und was hat diese Bitte (?!) um Hausaufgabenhilfe im Bereich Aktien/ Europa zu suchen?