CAKE (The Cheesecake Factory) just entered into a Subscription Agreement to sell 200,000 shares of Series A Convertible Preferred Stock, par value $0.01 per share, for an aggregate purchase price of $200 million.
The preferreds have the right to receive dividends at a 9.5% annual rate. The Holders are also entitled to participate in dividends declared or paid on the Common Stock on an as-converted basis.
And each Holder will have the right, at its option, to convert its Convertible Preferred Stock, in whole or in part, into fully paid and non-assessable shares of Common Stock at a conversion price equal to $22.23 per share.
Here is the link to the filing: http://d18rn0p25nwr6d.cloudfront.net/CIK-0000887596/87d4687b-c18d-4743-b570-64048d3fa2c7.pdf
So, I have a few questions since I'm not familiar with preferred offerings.
1. This will be equal to borrowing money at a 9.5% interest rate. Why issuing preferred shares instead of borrowing?
2. This "The Holders are also entitled to participate in dividends declared or paid on the Common Stock on an as-converted basis." means that the Holders have the right to receive their 9.5% interest plus dividends as a common shareholder?
3. How does the conversion works? They are issuing 200,000 preferred shares ($1,000 dollars per preferred) for 200 million dollars. The conversion price is $22.23. Does that means that the result of 200 million divided by $22.23 is the number of common they'll get?
4. If they pay the principal amount for the preferreds the conversion expires or no matter what, the Holders have the right to convert?
Thx in advance.