Does anyone know the bond conditions?

Anonymous

Guest
When are they due?

Are they due on sale of the company? That would mean that it would cost roughly $1B at a share price of $2. (well, $1.5B with shareholder suits, but who's counting...)

The bondholders were pump and dump victims as well, any lawsuits about that?

When the stock hits $1 or $2 and there is still some cash left, could the bondholders take it private?

The company would be worth a LOT more without Earnings Calls. No doubt about that!
 






When are they due?

Are they due on sale of the company? That would mean that it would cost roughly $1B at a share price of $2. (well, $1.5B with shareholder suits, but who's counting...)

The bondholders were pump and dump victims as well, any lawsuits about that?

When the stock hits $1 or $2 and there is still some cash left, could the bondholders take it private?

The company would be worth a LOT more without Earnings Calls. No doubt about that!

The prospectus is out there in an SEC filing on Jan 5, 2011. You can see all the conditions there. Bondholders don't want to sue because their principal is in jeopardy if they sue. It is already in jeopardy but a buyout from BP saves them. I think they would have to wait until maturity still but all those conditions are spelled out in the prospectus if you want to read it.
 






I did some homework for you but the bond indenture would spell it out fully and I do not know where or how to get that. Basically, a "fundamental change" requires them to offer bondholders the opportunity to mature the notes early. Fundamental change does not include liquidation or a variety of highly leveraged transactions, reorganizations, mergers and similar transactions.

What I dont understand is if a regular buyout (full un-hostile takeover) is also not included in the definition of fundamental change? I think it also can't be included which means the company buying them out would assume the liability until maturity. If it is a "fundamental change" then bondholders would just get what DNDN can pay them (very little) just before the takeover is complete and the company taking over does not have the liability of the bond offering.

Here is the wording in the prospectus, but if anyone can get the indenture that would explain all.

"If a fundamental change occurs, we will be required to offer to repurchase the notes and, in certain circumstances, to increase the conversion rate applicable to the notes. However, the definition of “fundamental change” is limited and does not include all events that could adversely affect the trading price of the notes.

The term “fundamental change” is limited and does not include every event that might cause the trading price of the notes to decline. In particular, the definition of “fundamental change” in the indenture governing the notes will not include our liquidation or a variety of highly leveraged transactions, reorganizations, mergers and similar transactions, many of which could substantially affect our capital structure, such as by increasing our leverage and interest expense, and/or our ability to make payments on the notes, each of which could adversely affect the trading price of the notes. In addition, the definition of “fundamental change” in the indenture governing the notes will not include a variety of transactions or events that could change the trading characteristics of our common stock and adversely impact the trading price of the notes. See “Description of notes—Fundamental change permits holders to require us to repurchase notes.”
 






I did some homework for you but the bond indenture would spell it out fully and I do not know where or how to get that. Basically, a "fundamental change" requires them to offer bondholders the opportunity to mature the notes early. Fundamental change does not include liquidation or a variety of highly leveraged transactions, reorganizations, mergers and similar transactions.

What I dont understand is if a regular buyout (full un-hostile takeover) is also not included in the definition of fundamental change? I think it also can't be included which means the company buying them out would assume the liability until maturity. If it is a "fundamental change" then bondholders would just get what DNDN can pay them (very little) just before the takeover is complete and the company taking over does not have the liability of the bond offering.

Here is the wording in the prospectus, but if anyone can get the indenture that would explain all.

"If a fundamental change occurs, we will be required to offer to repurchase the notes and, in certain circumstances, to increase the conversion rate applicable to the notes. However, the definition of “fundamental change” is limited and does not include all events that could adversely affect the trading price of the notes.

The term “fundamental change” is limited and does not include every event that might cause the trading price of the notes to decline. In particular, the definition of “fundamental change” in the indenture governing the notes will not include our liquidation or a variety of highly leveraged transactions, reorganizations, mergers and similar transactions, many of which could substantially affect our capital structure, such as by increasing our leverage and interest expense, and/or our ability to make payments on the notes, each of which could adversely affect the trading price of the notes. In addition, the definition of “fundamental change” in the indenture governing the notes will not include a variety of transactions or events that could change the trading characteristics of our common stock and adversely impact the trading price of the notes. See “Description of notes—Fundamental change permits holders to require us to repurchase notes.”


There are lots of reasons that companies of vastly different size merge, bonds being one.

While the bonds might be written so they aren't due on buyout, it will definitely *not* be the case that bondholders would take a reduced payout during a buyout, unless it was a liquidation buyout.
 






There are lots of reasons that companies of vastly different size merge, bonds being one.

While the bonds might be written so they aren't due on buyout, it will definitely *not* be the case that bondholders would take a reduced payout during a buyout, unless it was a liquidation buyout.

They wouldn't have to. The new company, presumably BP would then assume the liability. This is exactly what the bondholders and underwriter JP Morgan would want. As cash goes down, the future of this company IMO will very much be in JP Morgan's hands amd they will put heavy pressure on the company to sell.

This very much affects buyout price. If someone values DNDN at 1.2 billion, between assuming the bond liability and class action liability they might get the company for 200M or so. This would mean a price to shareholders of about $1.33.
 






They wouldn't have to. The new company, presumably BP would then assume the liability. This is exactly what the bondholders and underwriter JP Morgan would want. As cash goes down, the future of this company IMO will very much be in JP Morgan's hands amd they will put heavy pressure on the company to sell.

This very much affects buyout price. If someone values DNDN at 1.2 billion, between assuming the bond liability and class action liability they might get the company for 200M or so. This would mean a price to shareholders of about $1.33.

I basically agree, but not quite so pessimistic, or maybe differently pessimistic is more accurate. The company is in deep trouble when cash gets to $300M, desperation at $200M. So, at that point the debt exceeds cash by $400M. Company could be worth as much as $700M which would be $2/share.

Oh, but there is the shareholder suit liability which is going to be another $500M, alas.

So, nevermind, I agree, $1.33/share will cost a buyer over $1B.

No wonder there's no buyout!
 






I basically agree, but not quite so pessimistic, or maybe differently pessimistic is more accurate. The company is in deep trouble when cash gets to $300M, desperation at $200M. So, at that point the debt exceeds cash by $400M. Company could be worth as much as $700M which would be $2/share.

Oh, but there is the shareholder suit liability which is going to be another $500M, alas.

So, nevermind, I agree, $1.33/share will cost a buyer over $1B.

No wonder there's no buyout!

Lol thats what I was trying to say. Shareholder suit will be a fraction of the 3 billion lost on Aug 3. I was figuring 400M for the suit. I don't see how insurance covers that when people will be in prison for crimes. I don't think lawsuit insurance covers crimes. Bond offering 600M. Thats a billion right there that takeover company assumes.

So, yes $1.33 a share would be someone paying 200M cash for the company and assuming 1B in liaiblities. They are valuing the company at 1.2 billion but share value would go to $1.33 on a 1.2B deal.

There could be a buyout. It would just have to be DNDN and its shareholders accepting the only cash they get back is whatever someone values the company minus 1B. It's not really a matter of accepting. It's a matter of having to accept.

The more cash they drain the worse it gets.
 






So, when the auditors declare that they are "not a going concern" that's probably not a fundamental change. That's only a few months away. I suppose they've never been one, so how could it be...

It's amazing that "liquidation" is excluded! what *is* included in fundamental change, geesh
 






It's amazing that "liquidation" is excluded! what *is* included in fundamental change, geesh

I think there is a lot of delicate semantics. In a liquidation, the assets are sold and as many liabilities as possible are paid off in a pre-determined order of subordination. This would not be buying back the bonds.
 






So sad that this board is completely overrun by a small group of stock traders that constantly post false and misleading information. This group has no conscious and could care less who they injury, be it prostate cancer patient or dendreon employee. They are completely devoid of any humanity and would destroy Dendreon just to make a few pennies.

Dendreon has over $500 million in cash and is in no danger of liquidation. To claim such is pure stupidity.
 






They wouldn't have to. The new company, presumably BP would then assume the liability. This is exactly what the bondholders and underwriter JP Morgan would want. As cash goes down, the future of this company IMO will very much be in JP Morgan's hands amd they will put heavy pressure on the company to sell.

This very much affects buyout price. If someone values DNDN at 1.2 billion, between assuming the bond liability and class action liability they might get the company for 200M or so. This would mean a price to shareholders of about $1.33.

That makes sense.
 






So sad that this board is completely overrun by a small group of stock traders that constantly post false and misleading information. This group has no conscious and could care less who they injury, be it prostate cancer patient or dendreon employee. They are completely devoid of any humanity and would destroy Dendreon just to make a few pennies.

Dendreon has over $500 million in cash and is in no danger of liquidation. To claim such is pure stupidity.

Indeed, we were 6 quarters away from total bankruptcy.

But, with $100-200M in restructuring charges and $80M/qtr losses, we are close to losing our "going concern" status with auditors. It gets ugly fast from there.
 






So sad that this board is completely overrun by a small group of stock traders that constantly post false and misleading information. This group has no conscious and could care less who they injury, be it prostate cancer patient or dendreon employee. They are completely devoid of any humanity and would destroy Dendreon just to make a few pennies.

Dendreon has over $500 million in cash and is in no danger of liquidation. To claim such is pure stupidity.

It's not shorts on this board that are a problem, it's shorts on THE BOARD that are the problem.

Well, they probably aren't short just yet, but they sure aren't long! What is their interest in goal since they don't own any stock?
 












You pull $100 to $200 million in restructuring charges out of your ass. They will not be anwhere near that large. Dendreon burnt $49 million in cash last quarter. Operating expenses will come done dramatically next year due to the reorganization. They have $500 in cash. You are screaming "fire" in a theater in order to profit from your short position in the stock. What you post is utter nonsense.
 






You pull $100 to $200 million in restructuring charges out of your ass. They will not be anwhere near that large. Dendreon burnt $49 million in cash last quarter. Operating expenses will come done dramatically next year due to the reorganization. They have $500 in cash. You are screaming "fire" in a theater in order to profit from your short position in the stock. What you post is utter nonsense.

It's $81M Steve if you count additional debt, $76M if you don't.

Our top guys at D'Enron are too busy fiddling numbers to care about cancer patients.
 






You pull $100 to $200 million in restructuring charges out of your ass. They will not be anwhere near that large. Dendreon burnt $49 million in cash last quarter. Operating expenses will come done dramatically next year due to the reorganization. They have $500 in cash. You are screaming "fire" in a theater in order to profit from your short position in the stock. What you post is utter nonsense.

$100-200M is indeed a wild estimate. I completely agree that the only reason for it to cost that much is if our suits are trying to bankrupt the company quickly to avoid embarrassing depositions. So, let's watch and see. If it is in that range, we'll know the intent. Charges will go on for awhile and can be manipulated (e.g. disposition of the leases and when they go on the balance sheet).

There are *lots* of nutty costs out there still. There is that huge space that we rented in NJ to move Seattle. We could still move to burn more cash (another sign), but I think we can lose as much by just paying off the lease and staying in Seattle (the Seattle space could probably be let/sublet, not so the NJ space, so lose is probably same moving or not, by not moving, our guys can focus on finding more ways to spend out the money before year end).
 






What you claim here every day about a "bankruptcy" or "liquidation" will NOT happen. If it became necessary in 2016, a debt workout would be performed. They happen all the time in the business world. The 2016 maturity would be extended. Absolute worst case the debt is repaid through dilution of additional shares. It is Dendreon's option to repay with shares.

To say that management or BOD would want to bankrupt the company is complete nonsense. They have a significant amount of shares. They want a high value not a zero value. Depositions if they were to occur would still happen even if Dendreon were acquired
 






What you claim here every day about a "bankruptcy" or "liquidation" will NOT happen. If it became necessary in 2016, a debt workout would be performed. They happen all the time in the business world. The 2016 maturity would be extended. Absolute worst case the debt is repaid through dilution of additional shares. It is Dendreon's option to repay with shares.

To say that management or BOD would want to bankrupt the company is complete nonsense. They have a significant amount of shares. They want a high value not a zero value. Depositions if they were to occur would still happen even if Dendreon were acquired

You are right, the repayment in 2016 is irrelevant.

They will be down to $200M in a quarter or two, bankrupt in a year.

"acquired"?, nothing will be acquired. The BoD wants nothing short of bankruptcy with bulldozers burying the files. Nobody acquires a criminal conspiracy, for heaven's sake.

If a company with deep pockets acquired them, the suits will cost Billions.

"acquired" is really very funny.