posted
q isn't the only entertainment media company issuer to the Equity Private Placements market..
Discovery Channels Initial $300M Into Private Market
After widespread speculations the company might issue a placement in the private arena, media and entertainment corporation Discovery Communications, Inc....
October 24, 2005 - After widespread speculations the company might issue a placement in the private arena, media and entertainment corporation
Discovery Communications, Inc. entered the market last week seeking an initial amount of $300 million, industry sources said. Agent Citigroup is leading the transaction.
Talk of a single 10-year bullet was heard with price talk in the 135 basis points over Treasurys area. The Silver Spring, Md.-based repeat issuer, viewed as a NAIC-2 type credit, is expected to circle the deal this week, sources added.
The company's Discovery Network unit launched Discovery Channel in the United States in 1985. The network has operations in more than 160 countries with 1.2 billion subscribers, according to the company's profile.
Discovery has more than 90 other channels representing 21 entertainment brands including TLC, Animal Planet, Travel Channel, Discovery Health Channel, Discovery Kids, Discovery Times Channel, The Science Channel, Military Channel, Discovery Home Channel, Discovery en Espaol, Discovery HD Theater and FitTV.
Discovery's other assets include Discovery Education and Discovery Commerce, which operates 120 Discovery Channel retail stores. In addition, the company also distributes BBC America in the U.S., according to corporate information. Four shareholders own Discovery: Discovery Holding Company, Cox Communications, Inc., Advance/Newhouse Communications and John Hendricks, the company's founder and chairman.
Discovery previously came to the private placement market in August 2002, when it priced a $280 million private placement via Citigroup, sources said. The issue was split into two tranches: a seven-year maturity priced at 375 basis points over Treasurys and a 10-year maturity priced at 400 basis point over the same benchmark.
In February 2001, Discovery priced a hefty $700 million deal via Merrill Lynch in three tranches: five- and seven-year bullets priced at 300 over Treasurys and a 10-year bullet priced at 325 basis points over Treasurys, according to PPL data.
(c) 2005 Private Placement Letter and SourceMedia, Inc. All Rights Reserved.
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quote:Originally posted by MillerTIME: That could be much bigger than many people realize...and guys im not pumping shareprice, im pumping the companys expansion and growth
Miller Q's expansion and growth? I thought we were just concerned about the PPS? Wow, I gotta rethink my investment.
-------------------- Everything I say is only my opinion ... right or wrong.
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posted
Well, giving some credit to DavidJanas, while he was wrong about a NY PR, he might have some sort of inside sources, because he was insistent that we got NY, and notice, we do indeed have NY.
I semi-trust you DJ. It appears you know more than I do.
-------------------- 9.0M QBID locked and loaded!
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quote:Originally posted by Maestro232: Well, giving some credit to DavidJanas, while he was wrong about a NY PR, he might have some sort of inside sources, because he was insistent that we got NY, and notice, we do indeed have NY.
I semi-trust you DJ. It appears you know more than I do.
They will PR NYC soon you can be sure of that because that market is huge I just hope that his other predictions are right, just have to wait and see.
GO QBID!!!! Green Is ON The Way
-------------------- Be Careful Of The Toes We Step On Today, They Could Be Attached To The Butt We Have To Kiss Tomorrow
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private placement: The sale of a bond or other security directly to a limited number of investors. For example, sale of stocks, bonds, or other investments directly to an institutional investor like an insurance company, avoiding the need for SEC registration if the securities are purchased for investment as opposed to resale. Antithesis of public offering. http://www.finance-encyclopedia.com/term/private_placement
PIPE transactions are privately issued equity or equity-linked securities that are sold to accredited investors under Regulation D by public companies. PIPE issuers range in size from small OTC Bulletin Board companies to large-cap NYSE-traded companies. Transaction sizes have ranged from under $1 million to over $200 million. In 2003, approximately 1,400 PIPE transactions were completed for total proceeds of approximately $18 billion. This activity is up from approximately 800 transactions for proceeds of approximately $14 billion in 2002.
Traditional public equity alternatives include add-on equity offerings (“secondary” or follow-on offerings) and 144A convertible securities.
While a PIPE transaction is marketed to a limited number of investors over a short period of time, a traditional public transaction may require a broader marketing process and, in the case of an add-on offering, the filing of a registration statement with the SEC prior to pricing. This filing process tends to create an overhang in the market, resulting in an “announcement effect” on the issuer’s stock. This announcement effect has been studied, and most practitioners use a proxy of a 15% decline in the stock price prior to pricing. For companies that are able to access traditional public alternatives for larger amounts typically above $75 million), pricing at the close of the transaction may be more issuer-friendly than a PIPE transaction due to broader marketing and the lack of any liquidity discount associated with receiving unregistered securities. However, careful review of the entire process must be conducted to determine the full array of strengths and weaknesses associated with each alternative.
ISSUER CONSIDERATIONS
Following are the benefits a potential issuer may consider when evaluating a PIPE transaction:
Does not require SEC registration prior to offering Allows for a more flexible transaction size than traditional public alternatives Improves balance sheet strength and financial flexibility Offers greater confidentiality and eliminates typical price declines on filing of traditional public offering (“announcement effect”) Requires minimal preparation before launch Increases issuer’s trading liquidity levels and diversifies shareholder base Allows for a targeted marketing process, reducing management’s time contribution
PIPE TRANSACTION TYPES
PIPE transactions may be issued in a variety of forms, including registered common stock (“registered directs”), unregistered common stock, convertible preferred stock, convertible debt and equity credit lines (“ECLs”).
Registered Direct Common Stock: Common stock issued under an existing and effective registration statement. Essentially a traditional add-on offering marketed to, and negotiated with, a select investor universe vs. broad marketing from an institutional and retail sales force. This security offers the investor the benefits of receiving registered shares. Issuers have the benefit of mitigating a liquidity discount and broadening the investor base.
Common Stock: Common stock issued as a private placement under Regulation D with an agreement to register the shares as soon as possible after the transaction closes. Provides investors with the ability to build a position in a security and enables the issuer to quickly and quietly access the equity market. A liquidity discount is typically incorporated into the pricing due to the fact that the investor is unable to trade the shares until they are registered.
Convertible Preferred or Convertible Debt: Equity-linked security structured as preferred stock or subordinated debt. The security is issued as a private placement with an agreement to register the underlying shares as soon as possible after the transaction closes. Provides an investor with a senior position relative to the common shareholders as well as current income in the form of a dividend or coupon. Provides an issuer with broad flexibility with regard to structure and the ability to issue stock at a premium to a straight common stock alternative. Issuers should understand that convertible transactions tend to cause “overhang” in the market, i.e., the downward pressure on stock prices due to the existence of a sizeable block of securities that will be released into the market. Depending on the structure, consideration should also be given to rating agency treatment and senior debt covenants, if applicable.
Equity Credit Line: A contractual agreement between an issuer and investor that enables the investor to purchase a formula-based quantity of stock at set intervals of time, typically monthly, at future stock prices. Formulas tend to be based on trading liquidity. An effective registration statement must be maintained in order for drawdowns to be completed.
...in the mid-1990s, PIPE deals were primarily opportunistic financings for small and/or distressed high-growth companies, typically structured with floating conversion prices known as “death spiral” transactions.
posted
We already knew Q had NY. It wasn't a prediction.
quote:Originally posted by Maestro232: Well, giving some credit to DavidJanas, while he was wrong about a NY PR, he might have some sort of inside sources, because he was insistent that we got NY, and notice, we do indeed have NY.
I semi-trust you DJ. It appears you know more than I do.
posted
New York City bige, not New York. There has been no mention of NYC by Q.
quote:Originally posted by bige2533: We already knew Q had NY. It wasn't a prediction.
quote:Originally posted by Maestro232: Well, giving some credit to DavidJanas, while he was wrong about a NY PR, he might have some sort of inside sources, because he was insistent that we got NY, and notice, we do indeed have NY.
I semi-trust you DJ. It appears you know more than I do.
-------------------- Still holding, Still waiting, ...
Don't forget to send your letter to Echostar/DISH Network. 20 letters a day gets Q some play :)
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quote:Originally posted by polo1110: New York City bige, not New York. There has been no mention of NYC by Q.
quote:Originally posted by bige2533: We already knew Q had NY. It wasn't a prediction.
quote:Originally posted by Maestro232: Well, giving some credit to DavidJanas, while he was wrong about a NY PR, he might have some sort of inside sources, because he was insistent that we got NY, and notice, we do indeed have NY.
I semi-trust you DJ. It appears you know more than I do.
Frank told us it was coming soon on the conference call.
-------------------- I just want to make enough money to be eccentric.
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quote:Originally posted by bige2533: We already knew Q had NY. It wasn't a prediction.
quote:Originally posted by Maestro232: Well, giving some credit to DavidJanas, while he was wrong about a NY PR, he might have some sort of inside sources, because he was insistent that we got NY, and notice, we do indeed have NY.
I semi-trust you DJ. It appears you know more than I do.
I am not talking about NYC, all DJ said about that was "Q" was going to do a PR
-------------------- Be Careful Of The Toes We Step On Today, They Could Be Attached To The Butt We Have To Kiss Tomorrow
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Adequate Current Information -- about the issuer of the securities
Trading Volume Formula. After the one-year holding period, the number of shares you may sell during any three-month period can't exceed the greater of 1% of the outstanding shares of the same class being sold, or if the class is listed on a stock exchange or quoted on Nasdaq, the greater of 1% or the average reported weekly trading volume during the four weeks preceding the filing a notice of the sale on Form 144. Over-the-counter stocks, including those quoted on the OTC Bulletin Board and the Pink Sheets, can only be sold using the 1% measurement.
Ordinary Brokerage Transactions -- sales must be handled in all respects as routine trading transactions
Filing Notice With the SEC. At the time you place your order, you must file a notice with the SEC on Form 144 if the sale involves more than 500 shares or the aggregate dollar amount is greater than $10,000 in any three-month period. The sale must take place within three months of filing the Form and, if the securities have not been sold, you must file an amended notice.
If you are not an affiliate of the issuer and have held restricted securities for two years, you can sell them without regard to the above conditions.
Even if you have met the conditions of Rule 144, you can't sell your restricted securities to the public until you've gotten the legend removed from the certificate. Only a transfer agent can remove a restrictive legend. But the transfer agent won't remove the legend unless you've obtained the consent of the issuer—usually in the form of an opinion letter from the issuer's counsel—that the restricted legend can be removed.
posted
New York or New YOrk City Hoss? I thought he just said we were in NY. I could be wrong ofcourse, as I am not listening to the CC again. We need someone to type it out so we have a text version. Any volunteers???
quote:Originally posted by HossTrader:
quote:Originally posted by polo1110: New York City bige, not New York. There has been no mention of NYC by Q.
quote:Originally posted by bige2533: We already knew Q had NY. It wasn't a prediction.
quote:Originally posted by Maestro232: Well, giving some credit to DavidJanas, while he was wrong about a NY PR, he might have some sort of inside sources, because he was insistent that we got NY, and notice, we do indeed have NY.
I semi-trust you DJ. It appears you know more than I do.
Frank told us it was coming soon on the conference call.
-------------------- Still holding, Still waiting, ...
Don't forget to send your letter to Echostar/DISH Network. 20 letters a day gets Q some play :)
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quote:Originally posted by polo1110: New York or New YOrk City Hoss? I thought he just said we were in NY. I could be wrong ofcourse, as I am not listening to the CC again. We need someone to type it out so we have a text version. Any volunteers???
LOL I don't wanna listen to again either. But I had thought he was referring to NYC on the call. But I thought it would never go this low either!
-------------------- I just want to make enough money to be eccentric.
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quote:Originally posted by g-invest: How about you email Frank and let him know that he's stealing your son's education. Ask him how it feels to know that your son's college money was invested in QBID, and Frank has pissed it all away.
Frank's email: franko*qtelevision.com
G...What makes you think that I have invested a dime of my kids education money. You don't know me, so don't claim to know me. Please don't worry your little mind about my kids, they are taken care of very well, thank you
-------------------- Sometimes the poorest man leaves his children the richest inheritance.
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posted
Because Frank rambles, that's why. He went on for half an hour about what Q had done up to that point, including get on the air in New York state. He may have said NYC was coming soon, I just don't remember.
quote:Originally posted by Pincher47: We are already in parts of New York, why would they say New York again if if they didn't mean the city.
-------------------- Still holding, Still waiting, ...
Don't forget to send your letter to Echostar/DISH Network. 20 letters a day gets Q some play :)
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posted
I am too Numa. I am also surprised everyone here is all pumped about it without following it up a little. Once again, I'm too busy and too lazy, so don't look at me!
quote:Originally posted by Numa: Not that this is a fact, but supposedly an Ihubber called TW in NYC and was told that is will be available Nov 17th.
I suppose anyone could follow up with this and confirm it, but I'm too lazy.
-------------------- Still holding, Still waiting, ...
Don't forget to send your letter to Echostar/DISH Network. 20 letters a day gets Q some play :)
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posted
Where's ~BB when you need her??? I did send them an email asking
quote:Originally posted by polo1110: I am too Numa. I am also surprised everyone here is all pumped about it without following it up a little. Once again, I'm too busy and too lazy, so don't look at me!
quote:Originally posted by Numa: Not that this is a fact, but supposedly an Ihubber called TW in NYC and was told that is will be available Nov 17th.
I suppose anyone could follow up with this and confirm it, but I'm too lazy.
-------------------- Sometimes the poorest man leaves his children the richest inheritance.
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quote:Originally posted by polo1110: I am too Numa. I am also surprised everyone here is all pumped about it without following it up a little. Once again, I'm too busy and too lazy, so don't look at me!
quote:Originally posted by Numa: Not that this is a fact, but supposedly an Ihubber called TW in NYC and was told that is will be available Nov 17th.
I suppose anyone could follow up with this and confirm it, but I'm too lazy.
The individual that posted it on IHUB is dependable.
-------------------- "Life is a comedy for those who think and a tragedy for those who feel." - Horace Walpole
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quote:Originally posted by Jennifercd10: From I-HUB
Posted by: sparkydlr In reply to: None Date:11/10/2005 12:54:59 PM Post #of 185395
STEVE KMETKO.......
ONE MORE THING: Steve Kmetko recently departed E! after eight and a half years as a co-anchor-interviewer, and inquiring minds want to know why. Well, Kmetko's manager, Sandy Littman, tells me that Kmetko was getting insecure about the way his contract renegotiations seemed to be dragging along. When he went on vacation, he put out the word on a Web site that people who want to see him back on E! should e-mail the network's big cheese, Mindy Herman. Apparently, they did so in droves, and Herman felt ambushed, her privacy invaded. "But it's a business e-mail," insists Littman, "not personal." Still, it may have doomed Kmetko. Says the manager, "E! made ultimatums to Steve, demanding that he forgo receiving all of the agreed-to benefits under his contract, and take less than had already been agreed to. E! made the decision for Steve not to work at E! any longer."
Another source claims that Kmetko was a bit of a diva who clashed with the regime that came in two years ago. But he was often admirably ballsy—he brought then-boyfriend Greg Louganis to an E! Christmas party, to raised eyebrows—and his sardonic nature certainly clicked onscreen. E!'s response? "Steve Kmetko is no longer with the company. He is moving on to pursue other career endeavors. He was a great part of the team at E! and we certainly wish him the best personally and professionally."
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That could be much bigger tha many people realize...and guys im not pumping shareprice, im pumping the companys expansion and growth.....
This guy is big, on E!, and is a correspondent at the golden globes and acaedemy awards...
i would very much like to see him join Q full time as the news anhorman. Talk about landing a big fish, this could very well be bigger than reichen and sandara bernhardt...may rival the hiring of honey labrador!
this post shows that he may be availbe to join Q, and as we all know from history, Q normally has prospective hires on first as guest hosts and such and then they hire them..so if this is the case, i would be very very impressed if they landed him! It would turn into a top notch news program
Absolutely MT. This guy has award show Red Carpet experience and recognition with celebrities and industry folk. Celebrities will stop on the carpet to speak to him so Q exposure will be significant. If they decide to go that route.
-------------------- "True Wisdom Only Comes From Pain"
posted
IMO, as with any other carrier "Q" will not be able to give a PR until Time Warner is ready for the release. You can be sure that a PR for NYC launch will be coming soon
One big city at a time, piece by piece we build this network.
Long, strong, holding, waiting for the greendays.
-------------------- Be Careful Of The Toes We Step On Today, They Could Be Attached To The Butt We Have To Kiss Tomorrow
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posted
guys,I hate to say it,but this stock is so dead its unreal. I would compare the stock to ICAN. Its over,I would cut your losses and put it in a mover to try and recoop. I know its just my opinion and I my get ripped on about it by those so deep in it they cant see over it,but Im sorry. I have been sitting back and watching doing my own DD on this one and thats what I came up with.sorry......
quote:Originally posted by iwearpro: guys,I hate to say it,but this stock is so dead its unreal. I would compare the stock to ICAN. Its over,I would cut your losses and put it in a mover to try and recoop. I know its just my opinion and I my get ripped on about it by those so deep in it they cant see over it,but Im sorry. I have been sitting back and watching doing my own DD on this one and thats what I came up with.sorry......
Give us the DD that makes you think it's dead.
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quote:Originally posted by iwearpro: guys,I hate to say it,but this stock is so dead its unreal. I would compare the stock to ICAN. Its over,I would cut your losses and put it in a mover to try and recoop. I know its just my opinion and I my get ripped on about it by those so deep in it they cant see over it,but Im sorry. I have been sitting back and watching doing my own DD on this one and thats what I came up with.sorry......
Like TWOG? Now there's a dying stock. Golf came in last week pumping that stock and now he's down almost 50%. Ironically, I'm not down that far on QBID.
To each their own on their stock picks! There are usually more losers than winners.
Would I buy more Q today? No. Do I think Q will eventually take off? Absolutely. Patience. We have TNOG to make some short term cash for now. We just need that PR.
-------------------- "Please note that every week from now until the end of time is a 'coming week.' "
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quote:Originally posted by iwearpro: guys,I hate to say it,but this stock is so dead its unreal....I have been sitting back and watching doing my own DD on this one and thats what I came up with.sorry......
iwearpro I would like very much to see the DD you've used to declare Q dead. Since many of us also have done DD that says Q is very much alive and well, your data should be very interesting.
If you prefer, we can do it by PM. That way, we can discuss and debate without interference. I am assuming you are expressing an honest opinion. If not, we can discuss that too.
-------------------- Everything I say is only my opinion ... right or wrong.
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