1. Analyze Metapath’s capital structure, in particular the various forms and prices of preferred stock from the previous rounds of financing. How has this capital structure affected the offer from Robertson & Stephens? How would RSC’s participating preferred interact with the other tranches of preferred stock?
Up to the date in issue, Metapath has raised $9m in four rounds of financing, of which two occurred simultaneously in the beginning. The two participating investors, Bessemer and STI, which supplied the initial funds, received redeemable preferred for the total amount of $1.6m, the third and fourth rounds brought in $1m and $7m respectively (in both cases preferred convertible were issued), with the calculated price for common being the same for the first three rounds ($1.05) and higher ($1.62) for the fourth round. In case of non-conversion, the last issue was supposed to be paid out first, then the last but one, finally, the first two issues, on a pro rata basis. All of the issues had demand registration rights provision, however, the third and the fourth issues, had more leeway in the exercising of the rights (not only on request of 50%+ of all the issues, but also after-IPO or specific date (July 31, 1999), whichever is earlier), thus protecting the interests of the holders. That said, in fact the holders of the two first issues in many respects enjoyed the position of debt holders, with a scheduled payment of principal and dividends. Given the structure and the fact the managers hadn’t invested from their own pockets, RSC suggested investment in participating convertible preferred shares supposed to protect RSC from possible early sale, which would enrich the management disproportionally and leave RSC abused. Through PCPT, RSC would be able to keep both liquidation preference (with the right to receive the first payment in the amount of invested capital and accrued, not unpaid dividend (8%), before any other security holders receive...
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