FFH/LVLT?

[Guest ValueCarl]

Ben,

 

I notice you haven't included the second supplemental indenture dated October, 2009, and identified for sale here by registration. This was the beginning of my quest to find out their share count earlier in another thread, but my inquiry was ignored. 

 

Why do you think this occurred so quickly?  Is it possible that this has something to do with NOL's, which would be lost due to change in ownership percentage rules attached to > 5% owners, had they not filed to resell these securities?

 

This would mean Fairfax is more friendly an investor helping to ensure that this network is sustained along with its founders' visions surrounding the internet.

 

Have you also noticed that (3) bond tranches short and medium with the exclusion of 17's (90's price) are at or above par? Seems the debt albatross tied to the value of the network is a lock. 

 

Thank you for your spread sheet which I am still examining. I will be more careful to stay abreast of the accounting tied to large control stake institutions who maintain positions in companies whom I have large investment stakes in going forward.   

   

 

http://www.sec.gov/Archives/edgar/data/794323/000104746909009485/a2195209zs-3asr.htm#ca45101_summary

[benhacker]

I notice you haven't included the second supplemental indenture dated October, 2009, and identified for sale here by registration.

 

Yeah, brain fart on not adding the latest.  So $75m in new 7%, '15, $1.80 conversion notes, would add an effective (beneficial ownership) of ~42m shares... so up to ~286m.  Ok. 

 

This was the beginning of my quest to find out their share count earlier in another thread, but my inquiry was ignored.

 

Your question was unclear, at least to me.  There are over 1000 people on this message board, so we don't all necessarily respond to any random request, especially if we are confused, or don't know the answer, or if the questioner isn't making sense.

 

Why do you think this occurred so quickly?  Is it possible that this has something to do with NOL's, which would be lost due to change in ownership percentage rules attached to > 5% owners, had they not filed to resell these securities?

 

This would mean Fairfax is more friendly an investor helping to ensure that this network is sustained along with its founders' visions surrounding the internet.

 

I'm not sure what you are referring to as "quickly".  Am I misreading something in this, or is this just a follow on issue of Converts @ $75m.  I'm not sure what you are implying about NOL's; There are rules about NOL's being voided on change of ownership, but I think that is at least a 20% stake by an investor, not 5 or 10%.  I may be wrong though.

 

To me this looks like LVLT took the opportunity to float new debt at a reduced rate.  FFH did take down a big chunk again, but (presumably because they helped bring a solid backing to the issue) they are getting preferential treatment and may choose to flip their notes quickly.

 

Just my quick scan,

 

Ben

 

 

[Guest ValueCarl]

Hi Ben,

 

I have seen you post on other venues including Chuck's Angels, and I know you're a pretty smart guy or gal, so I will refrain from disrespecting you in the same way that you keep disrespecting me on this forum.

 

Some would call me thick skinned, while others a pit bull. I'll apply my thick skinned approach in this matter for now. 

 

Your character comes across as condescending (just my opinion), and you might want to take on the persona of actor, "Ben Diesel," instead of "Ben Hacker," which either way, will continue to place most of your readers on guard! Oddly enough, Ben Diesel had a role in a depiction of the criminal element embedded inside Wall Street during his appearance in "Boiler Room." I recommend you see the movie if you haven't already.

 

Where I come from excuses don't cut the mustard, and like I said, I'm just here to learn with the rest of your 1000 members. However, learning is defined as "clear understanding" in my book! Without clear understanding including party related intent, it's all just finance MUMBO JUMBO!

 

Indeed, you are wrong as referenced in (3)'s 08 10K here. BTW, I might believe you are wrong on your macro interest rate call too, but that's a whole new thread, I guess.

 

FYI, and Cheers!

 

If certain transactions occur with respect to our capital stock, we may be unable to fully utilize our net operating loss carryforwards to reduce our income taxes.

 

        As of December 31, 2008, we had net operating loss carry forwards of approximately $4.7 billion for federal income tax purposes. If certain transactions occur with respect to our capital stock that result in a cumulative ownership change of more than 50 percentage points by 5-percent stockholders over a three-year period as determined under rules prescribed by the U.S. Internal Revenue Code of 1986, as amended (the "Code") and applicable regulations, annual limitations would be imposed with respect to our ability to utilize our net operating loss carry forwards and certain current deductions against any taxable income we achieve in future periods.

 

        We have entered into transactions over the applicable three year period that, when combined with other changes in ownership that are outside of our control, have resulted in cumulative changes in the ownership of our capital stock. Additional transactions that we enter into, as well as transactions by existing 5% stockholders and transactions by holders that become new 5% stockholders that we do not participate in, could cause us to incur a 50 percentage point ownership change by 5% stockholders and, if we trigger the above-noted Code imposed limitations, such transactions would prevent us from fully utilizing net operating loss carry forwards and certain current deductions to reduce income taxes.

 

http://www.sec.gov/Archives/edgar/data/794323/000104746909002002/a2190910z10-k.htm#dm11101_item_1a._risk_factors   

 

 

 

And, here's more color on the subsequent indenture contained in their 10Q here :

 

(15) Subsequent Events

 

In October 2009, Level 3 Communications, Inc. issued (at par) $275 million aggregate principal of 7% Convertible Senior Notes due 2015, Series B.  The net proceeds approximated $274 million after deducting debt issuance costs of approximately $1 million. These new notes are substantially similar in all respects to the $200 million of 7% Convertible Senior Notes due 2015 issued on June 26, 2009, except that these notes will be a separate series (Series B).  The 7% Convertible Senior Notes due 2015, will mature on March 15, 2015 and have an interest rate of 7% per annum with interest payable semi-annually on March 15 and September 15, beginning on March 15, 2010.  Interest on these notes will accrue from October 15, 2009. 

 

http://www.sec.gov/Archives/edgar/data/794323/000110465909063347/a09-30895_110q.htm#Item2_ManagementsDiscussionAndAna_155902   

[benhacker]

I have seen you post on other venues including Chuck's Angels, and I know you're a pretty smart guy or gal,

 

You have me confused with someone else.

 

I will refrain from disrespecting you in the same way that you keep disrespecting me on this forum.

 

ValueCarl, please accept my sincere apologies.  No offense intended.

 

Ben Hacker

 

 

[Guest ValueCarl]

Ditto!

 

However, please finish identifying the aggregate shares you believe FFH maintains in LVLT inclusive of all conversions while excluding all shelf filings enabling them to sell shares in privately negotiated transactions or the public marketplace?

 

I assume we would need to do that (exclude them), since they're being offered up for sale, yes?

 

Also, in order to develop clear understanding of FFH's intent for non related market participants to benefit by, sometimes an element of speculation must be applied, therefore, please share your opinion as to why they're reducing their future ownership stake so quickly in that filing? tia   

[twacowfca]

I have seen you post on other venues including Chuck's Angels, and I know you're a pretty smart guy or gal,

 

You have me confused with someone else.

 

I will refrain from disrespecting you in the same way that you keep disrespecting me on this forum.

 

ValueCarl, please accept my sincere apologies.  No offense intended.

 

 

 

Ben Hacker

 

 

 

Ben, I am in awe!  Your patience has no bounds.  You have my deepest admiration. :)

[ERICOPOLY]

I'm not sure what you are implying about NOL's; There are rules about NOL's being voided on change of ownership, but I think that is at least a 20% stake by an investor, not 5 or 10%.  I may be wrong though.

 

A little while back LVLT took a hit to their NOLs due to a 5% ownership change.  I didn't realize the rule was at 5% until it was mentioned in a LVLT annual report that I read.

 

I suppose I could have a better memory and actually cite at least the year of the annual report, but it was certainly within the latest 2 or 3 years back if one is really interested.

 

[Guest longinvestor]

http://finance.yahoo.com/news/Level-3-Announces-Proposed-bw-3531662227.html?x=0&.v=1

 

well, here they go again in 2010...debt pushed out from 2013 with $640 million in 2018 notes.

 

Prem at it again?

[Parsad]

At least they're only paying 7%!  Cheers!