Puerto Rico Anti-Dilution Adjustments

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Multi-State
Control #:
US-CC-18-354D-3
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Word; 
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This is a multi-state form covering the subject matter of the title.

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FAQ

Very simply, if the original conversion price was $5 and in a later round the conversion price is $2.50, the investor's original conversion price would adjust to $2.50. The weighted average provision uses the following formula to determine new conversion prices: C2 = C1 x (A + B) / (A + C)

There are two types of anti-dilution provisions ? full ratchet and weighted average. Full Ratchet. A full ratchet provision would protect investors who own options or convertible securities. ... Weighted Average. The weighted average method uses a formula to determine the new conversion price.

Anti-dilution provisions are clauses that allow investors the right to maintain their ownership percentages in the event that new shares are issued. Dilution refers to a shareholder's ownership decreasing as a result of new shares being issued.

It is calculated by dividing total earnings or total net income by the total number of outstanding shares. The higher the earnings per share (EPS), the more profitable the company is. read more for Company R. Earnings per Share (EPS) = Net Income ? Preferred Dividends / Weighted Average Number of Common Shares.

The conversion ratio is 1 to 1. Adjusting the conversion ratio can be used to maintain an investor's value in the company through anti-dilution provisions. The idea is that the investor paid too much for the shares early in the company's life.

The formula for a broad-based weighted average is: (Common outstanding previously issued + common issuable for the amount raised at the prior conversion price) ÷ (Common outstanding previously issued + common issued in the new deal).

ASC 260 requires entities to present basic and diluted EPS with equal prominence on the face of the income statement for each period presented. Under ASC 270-10, the same requirement applies to interim periods.

The anti-dilution adjustment clause is a provision contained in a security or merger agreement. The anti-dilution clause provides current investors with the right to maintain their ownership percentage in the company by purchasing a proportionate number of new shares at a future date when securities are issued.

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Puerto Rico Anti-Dilution Adjustments