Beechwood Spout Term Sheet

The company’s leverage ratio is 28% - 72% of its assets are financed by common equity and the company was profitable in the last reporting period. The company should easily raise additional funds from creditors and a convertible debenture will be an appealing venture for creditors who would want to purchase stocks of the company in the future.

Under liquidation, the term sheet stipulates that the Series E investors is entitled to claim its initial investment of $10.75 million plus any accrued but unpaid dividend. Any proceeds after this claim will then be distributed to all common and Series E Preferred shareholders on an as-converted pro-rata basis. This double dipping means that RSC will not only recover its initial investment of $5 millions, but also enjoys the convertible benefits.

As for the combination of cash and new shares, shareholders can take part of their money

Parent Corporation owns 85% of the common stock and 100% of the preferred stock of Subsidiary Corporation. The common stock and preferred stock have adjusted bases of $500,000 and $200,000, respectively, to Parent. Subsidiary adopts a plan of liquidation on July 3 of the current year, when its assets have a $1 million FMV. Liabilities on that date amount to $850,000. On November 9, Subsidiary pays off its creditors and distributes $150,000 to Parent with respect to its preferred stock. No cash remain to be aid to Parent with respect to the remaining $50,000 of its liquidation preference for the preferred stock, or with respect to any common stock. In each of Subsidiary’s tax years, less than %10 of its gross

California Surf Clothing Company issues 1,300 shares of $7 par value common stock at $22 per share. Later in the year, the company decides to repurchase 130 shares at a cost of $35 per share.

3.     (TCO 7) ABC Inc. was incorporated on 1/15/12. Their corporate charter authorized the following capital stock:

 Preferred Stock: 7%, par value $100 per share, 100,000 shares.

 Common Stock: $1 par value, 500,000 shares.



The following transactions occurred during the year:



1/19/12 – Issued 100,000 shares of common stock for $17 cash per share.

1/31/12 – Issued 3,000 shares of preferred stock for $115 cash per share.

11/1/12 – Repurchased 30,000 shares of common stock for $22 cash per share.

12/1/12 – Declared and paid a total dividend of $95,000. 



Required: 

1. Prepare the journal entry for each transaction listed above.

2. In your own words, explain the main differences between common and preferred stock.

(Points : 25)

d. A parent exchanges its ownership interests or the net assets of a wholly owned subsidiary for additional shares issued by the parent’s less-than-wholly-owned subsidiary, thereby increasing the parent’s percentage of ownership in the less-than-wholly-owned subsidiary but leaving all of the existing noncontrolling interest outstanding.

15. Gibraltar Corporation has 200,000 shares of 9%, $50 par value cumulative preferred stock authorized, 80,000 shares issued and 75,000 outstanding, as well as 300,000 shares of $10 par value common stock issued and outstanding. Dividends relative to the preferred stock are two years in arrears. If Gibraltar declares a $2,137,500 dividend during the current period, the amount of the dividend applicable to the preferred and common stockholders is:

The redemption available after the third anniversary of the original issue date is weighted towards equity. This option guarantees that the investors will receive at least the principal back. The mandatory redemption behaves like debt because there is a definite maturity date. The protective covenants are also weighted toward debt because the risk is limited and gives priority to the Series B Preferred Stockholders. Dividends are usually associated with equity; however, in this case the dividends are behaving more like debt interest payments. The dividends are paid at a fixed 8%

Dividend rate = 10% = 0.1 Total book value = $1,000,000; No. of preferred share = total book value / par value = 1,000,000/100 = 10,000 Price of preferred share = Dividend / Cost of preferred share = 10*0.1/0.08 = $125 Total market value of preferred share = $125 * number of pref. share = 125* 10000 = 1,250,000

The case is set in the context of RJR’s 1985 financing of its $4.9 billion acquisition of Nabisco Brands Inc. To finance the acquisition, RJR was proposing the issue of $1.2 billion of 12 year notes and the same amount in preferred stock. It had already funded $1.5 billion of the acquisition leaving $1 billion more to finance.

in the proposed term sheet.  Compare the term sheet to M-Y: what type of security (CP, RP,

It has the option to distribute the cash in the form of dividends. Shareholders were taxed on cash dividends at ordinary income rates whereas gains realized on shares that were repurchased received capital gains treatment.

In March 2012, Apple announced a quarterly dividend of $2.65 per share and a share repurchase plan of $10 billion. However, the stock price continued to fall. David Einhorn, president of Greenlight Capital, suggested that Apple should issue perpetual preferred stock that would pay $.50 quarterly dividend (or $2 yearly) based upon a face value of $50 for each share of the preferred stock. His argument was that issuing preferred stock did not require repatriation of offshore cash as the dividend could be paid from FCF. Each preferred stock could unlock $32 per share in value.

distribution through equity and as a liability when approved by the relevant company’s shareholders meeting.