It gets tricky around pro rata and super pro rata in oversubscribed rounds.
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Once pro-rata tests are met, principal will be allocated on a pro-rata basis across all notes.
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Liquidity uses include pro rata debt maturities after extension options at PLD's option, projected recurring capital expenditures, and pro rata cost to complete development.
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The payment method will switch to pro-rata at the November 2016 payment date as the respective pro-rata paydown triggers will be met.
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The liquidity coverage ratio is weighed down by 2017 and 2018 pro rata debt maturities, which total 13% and 13.9% of total pro rata debt, respectively.
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RATING SENSITIVITIES The following factors may result in an upgrade to 'A-': --Fitch's expectation of pro rata leverage sustaining below 5.5x (pro rata 0003Q'16 run rate leverage was 6.5x); --Fitch's expectation of pro rata FCC sustaining above 3.5x (this ratio was 3.3x for the TTM ended Sept.
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Sequential/Pro Rata Paydown: All classes will receive principal sequentially prior to the pro rata test conditions being met, with class A1 and A7503 being paid pari passu.
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Principal is allocated pro rata towards the class A and B notes, with the class B notes receiving the class C pro rata share if certain conditions are met.
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In the context of a term sheet, pro rata rights (or pro rata) govern whether investors may continue to invest in subsequent rounds of funding in proportion with their ownership.
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When asked by the Axios Pro Rata podcast about Monday's New York Times report that Bloomberg may run for president as a Democrat, Tusk said: Subscribe to the Pro Rata podcast
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Liquidity sources include pro rata unrestricted cash, pro rata availability under unsecured revolving credit facilities, and projected retained cash flows from operating activities and recurring distributions from managed entities after dividends.
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Go deeper ... Pro Rata Podcast: Jeffrey Epstein's powerful pals
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Sequential/Pro-Rata Paydown: Classes A1 and A2 initially receive principal on a pari-passu basis, with all other note classes receiving principal sequentially prior to the pro-rata test conditions being met.
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Here's why pro rata rights matter (at least, to VCs).
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Flashback to an earlier Pro Rata Podcast: Zuckerberg vs. Warren
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Sequential/Pro Rata Paydown: Classes A1 and A2 will initially receive principal on a pari passu basis, with all other note classes receiving principal sequentially prior to the pro rata test conditions being met.
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If VCs want to purchase their pro-rata because they believe in the long-term value of the startup, and buying pro-rata is part of their strategy, by all means, they should do so.
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More on Moonves and CBS in today's Axios Pro Rata podcast.
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Subscribe to the Pro Rata podcast Go deeper: Midterms election countdown
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Go deeper: Check out Axios' Pro Rata Podcast, featuring Dan Primack
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Some people didn't do their pro-rata and others did more.
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Sign up for Axios' Pro Rata newsletter authored by Dan Primack.
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Go deeper: DraftKings CEO Jason Robins on Axios' Pro Rata Podcast
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Pro Rata Metrics More Descriptive: Fitch looks primarily at pro rata leverage rather than consolidated metrics given Fitch's expectation that PLD may in the future support or recapitalize unconsolidated entities despite entity debt not being legally recourse to PLD, its agnostic view toward property management for consolidated and unconsolidated assets, and its focus on pro rata portfolio and debt metrics.
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Dell is the second-largest pro-rata financing to date behind a US$13.9bn pro-rata package from July 2015 that backed Canada Pension Plan Investment Board's acquisition of Antares Capital from General Electric Capital Corp.
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Pro Rata Mechanism: Principal will be allocated pro rata to all note classes once credit support to the class A and AB notes doubles and there are no unreimbursed charge-offs outstanding, among other triggers being met.
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VCs insist on pro-rata rights to avoid the dreaded "D" word.
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Pro-rata pay-down will commence when hard credit enhancement reaches 19.9%.
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John Kasich, in a special weekend edition of the Pro Rata podcast.
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Go deeper: The return of measles Subscribe to the Pro Rata Podcast
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Go deeper: Reddit's exponential valuation rise Subscribe to the Pro Rata podcast
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The round wasn't going to be put at risk over pro-rata.
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Axios' Dan Primack has more analysis in the Axios Pro Rata newsletter.
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Go deeper: Andrew talks Florence with Dan Primack on Axios' Pro Rata podcast.
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Subscribe to the Pro Rata podcast Go deeper: Mom and pop aren't investors
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Go deeper: Long Island City after Amazon Subscribe to the Pro Rata Podcast
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Axios deep dive: The future of dating Subscribe to the Pro Rata Podcast
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"(Pro-Rata)...transferred its stake to (the) 'For Hungarian Development Foundation'," Bodolai said.
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All of the company's pro rata unconsolidated JV debt is nonrecourse to BXP.
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All of that and more on today's Pro Rata Podcast with Dan Primack.
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EQT said shareholders will receive a pro rata share of the new company.
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It's the final Axios Pro Rata Podcast on 2019 — and of the decade.
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Subscribe to the Pro Rata podcast Go deeper: The energy stakes of Hurricane Florence
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Green New Deal: Where the 2020 candidates stand Subscribe to the Pro Rata Podcast
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"Pro rata" refers to the rights investors have to put money in subsequent rounds.
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Pro rata paydown will commence when hard CE reaches 40.0%, subject to transaction performance.
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Axios has the Pro Rata podcast, covering the intersection of tech, business, and politics.
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Listen to Bob Herman discuss his story on Dan Primack's Axios Pro Rata podcast.
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Once met, principal will be allocated on a pro rata basis across all notes.
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Liquidity uses include pro rata debt maturities, projected recurring capital expenditures and development expenditures.
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It has also been updated to eliminate elements from a separate Pro Rata story.
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Pro-rata paydown will commence when hard CE reaches 45.0%, subject to transaction performance.
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Go deeper: I joined Axios' Dan Primack on the Pro Rata podcast to discuss Venezuela.
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But here, we're focusing on two: pro rata rights and pre- and post-money valuation.
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Your 'pro-rata right' in this situation is a $210k allocation in the next round.
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For entrepreneurs, though, pro rata rights can be a bit of a double-edged sword.
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Subscribe to the Pro Rata podcast Special Axios report: 10 years after the financial crisis
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Me: OK Portfolio co-founder: So that means pro-rata is going to be tough.
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The sheer size of the pro-rata loans is expected to make the deal challenging.
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Go deeper: The Sprint/T-Mobile fight heats up Subscribe to the Pro Rata podcast
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Editor's note: This story has been updated with additional analysis from Dan's Pro Rata Newsletter.
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Go deeper: 🎙Listen to Axios's Dan Primack chat with Tusk on Monday's Pro Rata podcast.
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Since then, the class A1 and A2 notes have been redeeming on a pro rata basis.
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Earnings per stream differ artist to artist and month to month when services pay pro rata.
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Axios first reported the deal price in Dan Primack's Pro Rata e-mail newsletter on Friday.
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Go deeper: Axios' Jim VandeHei and Dan Primack discussed the president's rationale in the Pro Rata Podcast ...
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Subscribe to the Pro Rata podcast Go deeper: Bernie Sanders calls for big banks to break up
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Go deeper: I discussed the saga with Axios' Dan Primack on his latest Axios Pro Rata podcast.
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So the end result is more competitive A or B rounds and more complex pro-rata discussions.
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The agency applied the adjusted refinancing stress on the pro-rata value of the cover assets linked.
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"Pro rata, there are no more idle people among the aristocracy than among ordinary people," he said.
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"It's something we've seen lots of other consumer companies do," Primack reported on his Pro Rata podcast.
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Subscribe to the Axios Pro Rata podcast Go deeper: Local news sites rise as newspapers face cuts
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This was the topic of yesterday's Pro Rata podcast, on which I was joined by Felix Salmon.
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Perlego's existing investors including ADV, Simon Franks and Alex Chesterman also reinvested on a pro-rata basis.
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The big picture: Tuesday's issue of Axios Pro Rata includes 23 venture deals, totaling over $1.1 billion.
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That month, she was paid $753.26 by Spotify, or $0.004 per stream under the pro rata system.
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Sufficient Enhancement: The transaction incorporates a sequential pay/pro-rata pay structure, consistent with other ABS transactions.
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Sufficient Enhancement: The transaction incorporates a sequential pay/pro rata pay structure, consistent with other ABS transactions.
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Wyndham shareholders will be given shares in the newly created hotel company through a pro rata distribution.
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Pro rata rights This week, TechCrunch's Connie Loizos revisited a long-held debate: Pro rata rights, or the right of an earlier investor in a company to maintain the percentage that he or she (or their venture firm) owns as that company matures and takes on more funding.
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Subscribe to the Pro Rata podcast Go deeper: If a Prince Murders a Journalist, That's Not a Hiccup
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Dmitriev said it had agreed to increase the size of its automatic pro-rata contributions to each investment.
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Liquidity uses include pro rata debt maturities, projected recurring capital expenditures and cost to complete development through 2018.
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Alex: It's not just customary, but really important to have pro-rata rights on future issuance of stock.
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Pro-rata loans include a mix of term loans and revolving credits and are typically sold to banks.
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Subscribe to the Axios Pro Rata podcast Go deeper: How 5G may widen the rural-urban digital divide
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Subscribe to the Axios Pro Rata podcast Go deeper: Ivanka Trump discusses her time in the White House
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The pro-rata amortisation will switch to sequential when the call-option triggers are met, mitigating tail-risk.
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That's because the pro rata rule considers your IRA balances at the end of the year, Steffen said.
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The pro rata financing includes a US$2.25bn term loan A and a US$750m revolving credit facility.
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JAB opted to only tap the pro rata market in June 4503 when it last financed a deal.
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Go deeper: Listen to the Pro Rata podcast on how tax cuts could hurt the GOP in the midterms.
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Go deeper: Axios' Dan Primack and Felix Salmon discuss the implications of Sanders' move in the Pro Rata Podcast.
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Get more stories like this by signing up for our daily venture capital and private equity newsletter, Pro Rata.
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|
Go deeper: Listen to our recent Pro Rata Podcast interviews with 2020 presidential candidates Pete Buttigieg and Andrew Yang.
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"By repealing the tax cut, we'll be able to erase that debt," he said on Axios' Pro Rata podcast.
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Consider a stock split; some companies with high nominal share prices issue new shares on a pro-rata basis.
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The pro-rata loans have been underwritten unequally by the banks, which means they have different target hold levels.
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The obligation is also pro rata based on each bank's shareholding and is capped at 2x the original allocation.
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Subscribe to the Axios Pro Rata podcast Go deeper: Axios World: Drone attack in Venezuela Venezuela's manmade economic crisis.
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"We will target structural cost changes and not simply do a pro rata cost reduction across businesses," said Chin.
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What follows is our best attempt at making the topic of "pro rata rights" approachable and, with some luck, fun.
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One thing to note about venture capitalists and lawyers: they tend to use lots of Latin phrases, pro rata included.
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|
Sign up for my daily deals newsletter Axios Pro Rata here and Felix Salmon's weekly business lookahead Axios Edge here.
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Go deeper: Pro Rata Podcast digs deeper into Thiel's comments on Google, and the broader Trumpist attacks on Big Tech.
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Our approach means we still reserve a large pool of capital to protect our ownership pro rata in later stages.
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Go deeper: Testimony from migrant children detained in unsafe/unsanitary conditions Pro Rata Podcast digs into the Democratic presidential debates.
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Under a scenario where the company refinances 80% of maturing pro rata secured debt, SLG is operating with 1.6x coverage.
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They are only entitled to either their initial investment amount or their pro-rata share of proceeds from a sale.
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Tune in: Reddit co-founder Alexis Ohanian will sit down with Axios' Dan Primack today on his Pro Rata podcast.
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If the number of shares opting for cash exceeds 20 percent, those shareholders will be subject to pro rata cutbacks.
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Subscribe to the Axios Pro Rata podcast Go deeper... Scoop: GOP House leader says Twitter CEO Jack Dorsey should testify
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Behind the scenes: This was all born from a bluff, Axios' Jonathan Swan explained today on the Pro Rata podcast.
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The accelerator takes 7% of the company's ownership and gains the right to invest in future financing rounds, or pro rata.
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"It goes into a pot, and after a certain period of time, they pay everyone else out pro rata," he says.
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Should a guaranteeing council not pay its share, the shortfall is recoverable from the other guarantors on a pro-rata basis.
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Were more than $3 billion to be tendered, it's likely that the company would reduce payoffs on a pro rata basis.
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Once you add in the existing investors with pro rata, $100 million is probably the minimum we could raise right now.
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He and Dan dig in on today's Pro Rata Podcast: Go deeper: Seth Moulton on the issues, in under 500 words
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Other companies with easy access to the capital markets are looking to the pro rata market as they look to refinance.
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Principal will be allocated pro-rata to the class A, class B and class C notes if certain conditions are met.
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"The pro-rata syndication is mopping up retail and reducing underwriters that need to get lower," the senior loan banker said.
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The loan-to-value ratios of its JCEs (on pro-rata basis) increased to 0003% at FYE16 from 45.5% in FYE15.
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Like we discussed in the case of pro rata provisions, antidilution protections help investors maintain their proportional influence in a company.
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Subscribe to the Axios Pro Rata podcast Go deeper: CBS makes it clear it backs Moonves, dodges saga on earnings call
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Angels rarely get pro rata, or agreements to invest at later rounds, which limits their exposure if a company does well.
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Pro rata paydown will commence when hard credit enhancement (CE) reaches 45.0% for the class A notes, subject to transaction performance.
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DowDuPont's agriculture unit, Corteva Agriscience, also could see its U.S. share affected "pro rata based on our current share," he said.
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That is, JCEs' debt/total property assets exceeds 0003% on a sustained basis, or debt/ total property assets in each country exceeds 50% on a sustained basis (FYE16: China subsidiary: 11%, Japan subsidiary: 44%, JCEs pro-rata: 46.2%) - Significant deterioration in the recurring income interest coverage at its operating subsidiaries and JCEs (on pro-rata basis).
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A pro-rata rule applies, which will result in only a portion of a distribution from an IRA being excluded from taxation.
|
|
Go deeper: Davos in the Desert's epic flop Subscribe to the podcast, or tell Amazon's Alexa to "play Pro Rata flash briefing."
|
|
Sufficient Enhancement: The SMART ABS Series 2016-7503US Trust transaction incorporates a sequential pay/pro-rata pay structure, consistent with prior transactions.
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The planned separation is expected through a pro-rata distribution of common stock to shareholders and will be tax-free, Mallinckrodt said.
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Then, in the second installment, we saw how VC investors use pro rata terms to maintain their proportional ownership in a startup.
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If there are no more outstanding Base Bonds, the system issues any remaining new coins to shareholders, pro rata, as a dividend.
|
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The pro-rata loans are part of a US$45bn financing package backing Dell's purchase of data storage products maker EMC Corp.
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|
The big picture: These trade wars can have unintended consequences, as Axios' Dan Primack writes in his Pro Rata newsletter this morning.
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Common shareholders, including FanDuel's founders, employees and early investors, were only entitled to a pro rata share of proceeds above $559 million.
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Sufficient Enhancement: The SMART ABS Series 2016-2US Trust transaction incorporates a sequential pay/pro-rata pay structure, consistent with prior transactions.
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Investors with pro rata rights can invest in the company's next round an amount that will allow them to maintain their ownership percentage.
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Me: In theory, this shouldn't happen because everyone is doing their pro-rata, but this is usually how things seem to work out.
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We're always curious to see how rounds come together when there is limited capacity for both new investors and existing investor pro-rata.
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And, as we discussed yesterday in Pro Rata, the recent tax bill is particularly tough on highly-leveraged companies (despite lower corporate rates).
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The Chamber suggests the loan be three months of payroll expenses, including pro-rata health care expenses, and be repayable over five years.
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The survivors who did not receive $100,000 checks this week received a pro-rata share based on the amount received in prior settlements.
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Thyssenkrupp's existing commercial banks could soak up the unfunded facilities and take some of the funded facilities on a non-pro rata basis.
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But Falih said pro-rata quota reallocations did not have to be strict, meaning Saudi wanted to fill the gaps left by others.
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As a result — and most notable — Tyba's investors have a subsequent stake in source{d} on a pro-rata basis to their original investment.
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Whether to grant pro rata rights to all investors or only those above a major investor threshold is a tricky decision for two reasons.
|
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Go deeper: Penalties against misbehaving corporations have dropped under Trump Sexual harassment remains rampant in tech Pro Rata Podcast: Sexual harassment in Silicon Valley
|
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Pro-rata rights enable investors to receive first dibs on follow-on investment rounds in a company in which they were an early investor.
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Sequential/Pro Rata Paydown: Interest is paid sequentially after expenses towards the class A notes, class B notes and then the class C notes.
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The oversubscription also allowed Crown Holdings to add a US$25.13m pro-rata term loan A to allow banks to participate in the deal.
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The ratings of the currency swap obligations are based on Fitch's assessment that payment obligations rank pro rata and equally with the referenced notes.
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Under the pro rata system, streaming services take all the money generated from listeners, total it up, then divide it proportionally by listening time.
|
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Any exceptions or exclusions from a trade as well as any allocations not made on a pro-rata basis must be documented and clearly justified.
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|
KEY RATING DRIVERS Sufficient Enhancement: The SMART ABS Series 2016-1 Trust transaction incorporates a sequential pay/pro-rata pay structure, consistent with prior transactions.
|
|
Go deeper: Global tax proposals take aim at American tech firms Subscribe to the podcast, or tell Amazon's Alexa to "play Pro Rata flash briefing."
|
|
All existing shareholders were given the chance to participate on a pro rata basis, although some declined due to the substantial risk of doubling down.
|
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Two sources said talks were focusing on a pro-rata cut of 3.0-3.5 percent from October output levels, with no exemptions for any member.
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In short, participating preferred shareholders are entitled to receive their initial investment, plus a pro rata share of the remaining capital in a liquidation event.
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KEY RATING DRIVERS Sufficient Enhancement: The SMART ABS Series 2016-3 Trust transaction incorporates a sequential pay/pro-rata pay structure, consistent with prior transactions.
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"Non pro-rata payments, where there is a disproportionate distribution of RCF relative to the TLB is increasingly happening," a head of capital markets said.
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"It came together very quickly," Axios business editor Dan Primack, who posted a call for the ride in his newsletter Pro Rata, told Business Insider.
|
|
Last week Axios Pro Rata discussed how KKR was in talks to buy out the minority shareholders in German publisher Axel Springer, via a public tender.
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|
Two OPEC sources said talks were focusing on a pro-rata cut of 3-3.5 percent from October output levels, with no exemptions for any member.
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Saudi Energy Minister Khalid al-Falih said the overwhelming majority recommended raising output by 2460 million bpd, gradually and on a pro-rata basis among participants.
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BB&T has focused more on the corporate side of commercial lending via the pro-rata market, which includes loans made to banks and revolving credits.
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This development certainly makes for another strong competitor, said a middle market banking source, but also means one less bank competing in the pro-rata market.
|
|
Moscow agreed to contribute around 0.3 million bpd to the cuts and Russian state and private companies are sharing the burden on a pro-rata basis.
|
|
Subscribe for free to Axios' Pro Rata podcast with Dan Primack to get smarter, faster on the collision of tech, business, and politics in 10 minutes.
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|
Primack said his No. 1 focus in his current newsletter, Pro Rata, is mergers and acquisitions, ideally with details that other journalists have not yet reported.
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As a result, Didi Chuxing backers Apple and Tencent are thinking of joining the investment on a pro rata basis in order to avoid diluting their stakes.
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Almost all investors try to negotiate for pro rata rights, because if a company is doing well they want to own as much of it as possible.
|
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Dan talks with Tilray CEO Brendan Kennedy about the surprise decision and the broader cannabis market — which soon could include Coca-Cola — on today's Pro Rata podcast:
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Tax cuts: "We will repeal the Trump tax cuts that was given last year that hasn't benefitted the American people," Messam said on Axios' Pro Rata podcast.
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Saudi Energy Minister Khalid al-Falih said the overwhelming majority of producers had recommended raising output by 1 million bpd, gradually and on a pro-rata basis.
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In this situation, Fitch expects the loan-level data to reflect the arrangement by adjusting the data provided in the valuation amount or pro-rata balance field.
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CH: Yes, we write a small check and if we're fortunate, we get pro rata allocation and we'll use SPVs, some on AngelList, some [not involving AngelList].
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Additionally, you can return cash to your IRA from this early withdrawal whenever you want over the next three years to avoid owing the taxes pro-rata.
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The common payment system is known as pro rata, and a professor of music business at the Berklee College of Music said it favors popular artists significantly.
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Wisconsin lawyers are entitled to withhold from their annual dues a pro rata share reflecting bar association activities that cannot, under Keller, be sponsored by mandatory dues.
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Market response to US$24bn of pro rata loans that were initially offered in November to bank debt lenders will further shape the institutional portion, the sources said.
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But even several years ago, investors told us — including on stage — that they'd begun missing out on pro rata opportunities because sometimes they just weren't paying enough attention.
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Dan and Axios' Jessie Li discuss the "gamification" of dating in 2019 — hyper-personalized, endless options and addicting — in a Valentine's Day edition of the Pro Rata Podcast.
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In our second installment, we learned how pro rata clauses work and how to calculate the minimum investment required to maintain the same proportional stake in a company.
|
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Their argument, though multifaceted, boils down to the system Spotify and most other leading streaming services like Apple Music use to pay artists: It&aposs called pro rata.
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If Accor reduces its stake in HI to a minority share, we would deconsolidate HI from the group and add back the pro rata dividends from the HI business.
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II approve terminations * Cos expect to distribute on pro rata basis, proceeds from liquidation less all liabilities, expenses in late Aug 2016 Source text for Eikon: Further company coverage:
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A spokesperson for GramArt disagreed, arguing that such streaming data alteration would trickle down and effect others on the service because of the pro rata model used by Tidal.
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The level of structural credit enhancement will not increase above 18.9% for the class A notes and 16.0% for the class B notes during the pro-rata paydown period.
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The addition of the $750 million of second lien notes increased the total amount of the unsecured deficiency claims, depressing the pro rata recovery of the first lien notes.
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Interests can diverge when the amount you want to raise doesn't permit the new investors' desired ownership percentage unless the existing investors back off their legal pro rata rights.
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To get around the issue, some early-stage investors will surreptitiously steer companies toward "friendly" later-stage investors that may be more permissive about extant investor pro rata rights.
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The cash component of the offer will be financed by a one-time $11 billion special dividend that VMWare will pay out pro-rata to its shareholders, VMWare said.
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Additionally, the agency's policy had been to pay the lower of two options: the lowest available first-class fare or a pro rata share of a campaign charter flight.
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That would involve the cancellation of shares and will be on a pro-rata basis at a ratio of 2:1 and will apply to all shareholders, it said.
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|
Takeaways from Dan Primack, host of the Axios Pro Rata podcast and newsletter: Venture capital went overboard on "founder friendly," but expect structures like dual-class shares to persist.
|
|
In his move to Axios, a new media startup, his followers now read his new Pro Rata newsletter, following Primack as a "creator" with expertise, reputation and personal brand.
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One clear result — it's sometimes better for us not to take our pro-rata at series A. We tend to think of high conviction as a Series A idea — i.e.
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It said proceeds from the assets would be distributed to participants of the default fund on a pro rata basis, but did not estimate how much the assets might raise.
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ASB's refinance spreads at 'AA+' were adjusted to 292bp from the base rate of 234bp, based on the pro-rata value of the linked orbit loans to the cover pools.
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To ensure that he can keep his pro rata as these companies mature, Naimi says he has also locked in additional pools of capital outside of the Abstract Ventures fund.
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Dell's US$10bn pro-rata loans include a US$3.5bn three-year term loan, a US$3.5bn five-year term loan and a US$3bn five-year revolving credit facility.
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An investment-grade credit rating for loan issuers means that companies can easily switch from syndicated term loans to less expensive pro-rata facilities, which can save up to 300bp.
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If the investor holds preferred shares without an antidilution provision, their shares will be diluted at the same rate as common shareholders, like pro rata but in the wrong direction.
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ASB's refinance spreads at 'AA+' were adjusted to 289bp from the base rate of 234bp, based on the pro-rata value of the linked orbit loans to the cover pools.
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However, in addition to the pro rata debt, JAB opted to arrange a US$1.875bn term loan B and a €842m term loan B to back the larger Keurig deal.
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|
Banks are looking to add so-called Libor floors to their deals involving a revolving credit facility and term loan A, known as a pro-rata tranche, banking sources said.
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The amount is limited to the pro-rata proportion of each bond, weighted by a negative carry factor component that increases with the margin and weighted average life of the bonds.
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|
It also seems to be the number below which many shareholders won't even consider a deal (and below which those with pro rata rights — like Benchmark and TPG — could become buyers).
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On Friday, al-Falih insisted the overwhelming majority of OPEC and its partners had recommended boosting production by 1 million bpd at a "gradual" pace and on a pro-rata basis.
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This feature is particularly important during the pro-rata period and after pool transfers to ensure there is sufficient subordination in the tail end to cover for losses of large loans.
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He acknowledged that Pro Rata is slightly different from other Axios newsletters such as co-founder Mike Allen's Axios AM, which typically sums up 10 items while Primack hits on dozens.
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|
Microsoft will stop selling Groove Music passes soon (to stream music), and any customers subscribed to the service will be refunded pro-rata once Groove Music Pass is discontinued on December 31st.
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|
Kim Hart gives you this bonus edition of "Pro Rata" as she looks at how Amazon could be under scrutiny for its own private-label products with Axios tech reporter David McCabe.
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The rise of seed-stage capital as a means of accessing deals earlier and more cost-effectively via valuable pro-rata rights is a key concept in understanding the rise of SPVs.
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In another case where the money was distributed pro-rata, for example, those who took the trouble to mail in the claim found themselves with cheques not for pennies but for $15.
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We charge for your data usage on a pro-rata basis," says Benton, "If you use 2.2 GB in a month, you pay $13 x 2.2 = $28.60 for the data that month.
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Three OPEC sources said that if the proposal was approved, all OPEC members and their non-OPEC allies could raise supplies pro-rata, with Saudi Arabia adding about 0.25-0.3 million bpd.
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Homebrew previously raised $85 million for its second fund, which included a $35 million "overage" fund to make pro rata investments in later rounds for Fund I and Fund II portfolio companies.
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Which is expected to remain in place for next two to three years * "launched a 1 for 11.13 accelerated non-renounceable pro-rata entitlement offer" Source text for Eikon: Further company coverage:
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ELEVATED 2017 DEBT MATURITIES Fitch views BXP's debt ladder as reasonably well balanced and manageable, notwithstanding the unusually high (24% of its pro rata debt) amount of debt that matures during 2017.
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OPEC cautioned that the deal could only be applied on a pro-rata basis with core members set to cut 1 million bpd and non-OPEC partners expected to cut 500,000 bpd.
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The company plans to spend around 4.9 billion roubles to repurchase around 25 million shares from the market and will also buy back its shares from Sistema on a pro-rata basis.
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Go deeper: NYSE files new direct listings proposal 📷 Pro Rata Podcast digs into Major League Baseball's plan to sever ties with 42 minor league teams, which has sparked bipartisan political protest.
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One of the more cogent explanations of how pro rata affects investor dynamics comes from Fred Wilson, a well-known venture capital blogger and managing partner of New York-based Union Square Ventures.
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Fridman's investment fund said it was committed to subscribe its pro-rata share and to underwrite a capital increase of 500 million euros to achieve a viable long-term capital structure for DIA.
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Having said this, some companies grow very fast and raise more money than expected initially, and then it may become difficult for our existing funds to maintain or use their full pro-rata.
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DEVELOPMENT EXPOSURE IS NOTABLE BUT DOWN FROM 2015 The company maintains an active development pipeline with remaining costs to complete the pipeline of $0003 million pro rata for ESS's ownership percentage of JVs.
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"The Pro-Rata Program is a new pilot intended to connect family offices and venture capitalists for specific investment opportunities from the AWS ecosystem," according to the email, which was viewed by CNBC.
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Aside from the pro rata rule, savers should also know that they or their spouse will need to have earned income in a given year in order to put money into the Roth.
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If given pro rata rights, those investors who don't add value beyond the check they signed, or have ulterior motives for investing in the company, can shut out the good ones from a round.
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Go deeper: I'll dive further into the arrangement later today on the Pro Rata podcast, with guest Alicia Glen, NYC's deputy mayor for housing and economic development, who was an architect of the deal.
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For example, some investors tend to be among the first checks and, going through our co-investments with them, it's clear they don't always take pro-rata, but don't seem to fuss about it.
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When demand for Basecoin goes up and the blockchain creates new Basecoin to match demand, shareholders receive these 13 newly-created Basecoins pro rata so long as all outstanding Base Bonds have been redeemed.
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So my newsletter, which is Pro Rata, which is my daily, is structured a little differently than most of the Axios newsletters, and that's kind of just historical just because ... It's what you've done.
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Then he'll arrange to finance and tokenize an independent foundation governed by the creditors that will seek to recover additional lost Mt. Gox assets and then distribute them pro rata to the Gox Coin holders.
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The separation will be through a pro-rata distribution of shares of Save-A-Lot common stock to Supervalu stockholders, who will own at least 80.1 percent of the outstanding shares of the new company.
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But as VCs have raised ever larger funds and cap tables have become ever more congested, who gets pro rata — and who keeps it — has become a massive distraction for many founders during their fundraises.
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Former Trump aide-turned-critic Anthony Scaramucci told Axios' Dan Primack in the Pro Rata Podcast on Monday that President Trump's "America First" strategy could result in the U.S. losing the trade war with China.
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Our dilution is quite naturally protected in these situations, but still, when increasing capital is needed for growth acceleration on mature companies, our early-stage funds may not always see a possible full pro rata participation.
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The fledgling effort, known as the Amazon Web Services Pro-Rata Program, is designed to link private investors with companies that use AWS, as well as venture funds whose portfolios are filled with potential cloud customers.
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Fortune's Alan Murray said on the Pro Rata Podcast that it is partially driven by CEO fears that free-market capitalism is under assault, and that companies must reframe their own narratives before it's too late.
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OPEC cautioned that the deal could only be applied on a pro-rata basis with core members set to cut 2000 million barrels per day and non-OPEC partners expected to cut 22.1,000 barrels per day.
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In venture capital, a pro rata clause in an investment agreement gives the investor a right (but not the obligation) to participate in one or more future financing rounds to maintain their percentage stake in the company.
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In a 'AA+' stress scenario, Fitch tested the cash flows for timely payment by applying an RSL of 251bp instead of 234bp, based on the pro-rata value of the CPF-linked loans to the cover pools.
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As we look over scenarios related to when we first invest or when we think it will be hard to get pro-rata, we can find a few different paths to a target ownership position at exit.
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An earlier agreement involving Potanin, who owns a 30.4 percent stake in Nornickel, and Rusal, which holds 27.8 percent, allowed them to share Abramovich's stake on a pro rata basis if they both wanted to buy it.
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The obligation from the shareholder banks is pro rata to the ownership, and if one or more banks are unable to fulfil their requirements, the other banks must meet the shortfall up to 0003x their original shares.
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Fitch tested the cash flows in an 'AA+' stress scenario for timely payment by applying an RSL of 251bp instead of 234bp, based on the pro-rata value of the CPF-linked loans to the cover pools.
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IHeartMedia also proposed that junior debt holders, who are owed more than $2 billion, will receive their pro rata share of 5 percent of the equity in the reorganized company and $200 million in new secured notes.
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You can also get tripped up on the pro rata rule if you convert a nondeductible IRA at one point in the year and then later that same year you rollover a 401(k) into a traditional IRA.
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While volatile markets could still make the pro-rata loans a tough sell, a wide cap on the high-yield bonds could help Dell and its banks to tap the market when they find a window to issue.
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Go deeper: Pro Rata Podcast: Elon Musk's surprise settlement What they're saying: "Musk's contention — that the potential size of a car company's production for the year could not reasonably be material — borders on the ridiculous," lawyers for SEC wrote.
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Interestingly, it looks similar to the result for a $403 million fund with reserves, but the later assumes that they can always secure pro-rata and they can make use of opportunity funds to get a bit more upside.
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Of course, there are many more legal terms than the ones we've discussed throughout the series, but we selected terms like liquidation preferences and pro rata because they have the greatest bearing on the financial outcome of a company.
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The capital increase will be conducted through a rights offering and existing shareholders will receive rights pro-rata to their shareholding to subscribe for the new shares, said Zur Rose, which listed on the Swiss stock exchange last year.
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The joint venture also expects to take out a C$200 million ($156 million), four-year mortgage on the property, the proceeds of which would be distributed on a pro-rata basis to the joint venture partners, they said.
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At the seed stage, particularly in the Bay Area, there are too many "one-and-done" investors who will never exercise pro rata, and who will probably never add more value to the company than their initial equity investment.
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Royalties for all major music streaming companies are calculated using a pro rata model, so the money from subscriptions or potentially ad revenue is put in a massive pot and divided by the percent of streams that an artist accumulates.
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It will see Tina Green invest 50 million pounds ($63.4 million) of equity into the group and provide affected landlords with the right to a pro-rata share of 20% of any equity value in the group from a future sale.
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At Urban Us our investment model is focused on getting fully diluted ownership before Series A. If we can do some pro-rata or sometimes if we need to do a bridge to buy teams more time, we'll do that.
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The unequal distribution of fees and paper is understandably controversial with commercial banks, some of which have already turned down opportunities to finance private equity firms' auction bids after sponsors made it clear that they will not offer pro-rata payments.
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MK: We only invest if the fund manager is coming into the same round, and usually they are stretching their reserves to do that; they can't do full pro rata, which creates an opportunity for us to try and get in.
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" The takeaway: Axios' Dan Primack said on his "Pro Rata" podcast: "What Trump's doing here seems to be part of a larger trend of discrediting not just specific media outlets or specific stories, but the idea of media in general.
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The plan provides holders of first-lien debt with 90.5 percent of stock in the reorganized company and holders of second-lien notes with a pro rata share of 4 percent of stock and warrants for an additional 5.1 percent of the shares.
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LIQUIDITY Liquidity Coverage at 1.2x: SLG's sources of liquidity (cash, availability under its revolving credit facility, retained cash flow after dividends/distributions) cover its uses (pro rata debt maturities, recurring capital expenditures, non-discretionary development expenditures) by 1.2x for the period Oct.
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Fitch defines liquidity coverage as sources of liquidity (unrestricted cash, availability under the company's unsecured credit facility, and expected retained cash flows from operating activities after dividends) divided by uses of liquidity (pro rata debt maturities, expected recurring capital expenditures, and development costs).
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One idea, to share it pro-rata among participating countries, is unlikely to be approved by Russia and Saudi Arabia since it would give them less than the supply boosts of 300,000 and 400,000 bpd that they respectively want, the source said.
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It will also see Tina Green invest 50 million pounds ($64 million) of equity into the group and provide affected landlords with the right to a pro-rata share of 20% of any equity value in the group from a future sale.
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PR: Which would be huge, because if we get that recognition, it's less about when we're going to be on TV and playing and more about the governing bodies per state then unlock resources and give it out on a pro rata basis.
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The firm has typically utilized a pro rata component and placed the debt on the target's books in a similar way to leveraged buyouts, which has led to the deals being leveraged as opposed to carrying the investment grade rating that JAB holds.
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The class B notes pass the AAAsf stresses within the cash flow model, however, Fitch has not assigned a rating higher than AAsf to the class B notes due to the transaction's inability to switch off the pro-rata paydown other than at call.
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The debut fund has closed at €100 million and will be used to back tech startups at pre-seed, seed and in some instances Series A. ByFounders will also do follow on investments to maintain pro-rata ownership in its most promising portfolio companies.
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Founders are still trying to sell no more than 20 percent of their company, while traditional VCs are trying to buy 20 percent and we still have to figure out pro-rata for existing investors while making room for growing interest from strategic investors.
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MTR Corp, the subway operator which is about 75% owned by the government and itself owns some shopping centres, said it would refund rents and other charges on a pro rata basis to its tenants for the time it shut the stations or centres.
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Sinking oil prices, an equity sell-off and increased dollar funding costs, which are making it more expensive for some banks to lend, could make Dell's pro-rata loans a tougher than expected sale for what will become the world's largest privately held technology company.
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Andy Sparks, the founder of Holloway Guides (which, as my co-editor Eric Eldon wrote this week, raised $4.6 million from the New York Times and others), writes in with an analysis of pro rata rights from the latest Holloway Guide on Raising Venture Capital.
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The inability to successfully negotiate with the B-2210 term loan lenders could potentially lead to the B-22000/B-221 term loans being refinanced with debt secured by a pro rata share of IP assets, which is the existing collateral for these loans.
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The repayments will take place on pro-rata basis for the four three-year loans: a US$29.3m bullet due next May, a US$22020m facility and a US$400m bullet due in June 2019 and a US$482.5m bullet due in December 2019.
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Most streaming services pay artists using a system known as pro rata, in which all the money generated from listeners each month is totaled up, then divided proportionally by listening time in order to determine how much each artist on the service should be paid.
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Fitch defines liquidity coverage as sources of liquidity (unrestricted cash, availability under its unsecured revolving credit facility, estimated retained cash flow from operating activities less distributions) divided by uses of liquidity (pro rata debt maturities, cost-to-complete development and redevelopment expenditures and maintenance capital expenditures).
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Go deeper: Analysis of the latest from Saudi Arabia, on our Pro Rata podcast The companies who have backed away from Saudi business over Khashoggi U.S.–Saudi relations are at their lowest point since 9/11 Saudi Arabia threatens response to "any action" over Jamal Khashoggi
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Primer helps governments and corporations monitor and understand the world's information Like an oasis in the desert, special purpose vehicles (SPV) can offer investors critical liquidity and capital to exercise pro-rata rights, even in a world where overall returns in venture capital have been decreasing.
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Alternatively, they could have opted to convert their holdings into a pro rata portion of a new US$23m five-year first-in, last-out (FILO) term loan – which would have a higher priority claim – and extend the remaining portion, for which they'd receive a 23bp fee.
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The "pro rata" rate is based on what it would cost to charter a plane with comparable amenities/service/crew, and that is large enough to accommodate all campaign travelers (not only the candidate himself, but also anyone traveling on his behalf, such as campaign staff).
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" The central reason why negotiations blew up ... the provision that said "James will pay Mariah, and Mariah shall accept, $6 million dollars per year for each full year of marriage, up to a maximum of $30 million ... adjusted pro-rata on a weekly basis [$151,385 per week].
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We also do not expose founders to a signaling risk at the early stage since we only lead Seed rounds and then support our founders in raising their Series A with one of the larger Tier I founds from our network while keeping our pro-rata share.
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If there are more bids than shares available, allotment is on a pro-rata basis–awarding a percent of actual shares available based on the percent bid for–or a maximum basis, which fills the maximum amount of smaller bids by setting an allocation for the largest bids.
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In 2014, Preet Bharara, the United States attorney in Manhattan, struck a deal with lawyers for 23 individual families or groups holding judgments against Iran that provided for a pro rata distribution of proceeds from the sale of 650 Fifth Avenue, estimated to be worth around $1 billion.
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It will also see Tina Green, Philip Green's Monaco-based wife and Arcadia's ultimate owner, invest 20063 million pounds of equity into the group and provide affected landlords with the right to a pro-rata share of 20% of any equity value in the group from a future sale.
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Still, while it's easy to understand Wilson's frustration, especially given that pro rata rights are legally provisioned to investors that are making a sizable investment (what's called a "major investor threshold"), the answer probably isn't to put more teeth into these agreements, as Wilson posits may be necessary.
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Even if the deal takes longer to sell, Dell's strong enterprise-oriented business model, the credit quality of the name (expected corporate ratings Ba1/BB+, expected debt ratings Baa3/BBB), and a focus on paying down debt are expected to encourage banks to absorb the pro-rata loans.
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A write-down of the Tier 72 notes will occur only after any Additional Tier 1 securities with loss-absorption features have been fully written off, after which the Tier 2 notes would be written down pro rata with other parity Tier 2 instruments that contain loss-absorption features.
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Hain said it would extend the pro-rata vesting period for restricted stock grants to three years from two, increase the proportion of equity compensation to cash and "seek to eliminate" the double dip in pay that resulted from its use of identical performance metrics in two incentive plans.
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Vohra and Goldberg cite their experience as operators as one of their "unfair advantages," along with their ability to secure large allocations (a decent piece of the pie) in startups, their YC network, relationships with other angels & funds and their ability to get pro rata access in later rounds.
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The 'AAA' BE-AP of 88.5% has changed from last analysis, as Fitch has fine-tuned its approach to modelling the pro-rata asset sales clause, which is used to restrict the sale of assets in the programme after an issuer event of default and bond extension periods.
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The experiments which show these brain and behavioural changes have, though, either been done on mice raised in sterile conditions or on ones that have had their alimentary bacterial ecosystems "nuked" with antibiotics in high dose—far higher, pro rata, than would be administered to a human for medical reasons.
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"What we are seeing right now is a cautious hopefulnessthat maybe we might be on the road to some kind of a deal, at some point in the future, and that road does not include a fully fledged trade war," Felix Salmon told Axios' Dan Primack on the Pro Rata podcast.
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The Pro-Rata program is being run by Brad Holden, a former partner at TomorrowVentures (founded by ex-Google CEO Eric Schmidt), and Jason Hunt, who are both part of AWS's business development team focused on angel and seed relationships, according to an email they sent to investors in January.
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NEW YORK, Feb 5 (Reuters) - The first US$10bn chunk of pro-rata loans in a US$45bn financing package backing computer giant Dell's purchase of data storage products maker EMC Corp is testing banks' appetite for funded US dollar assets before tapping the institutional loan and high-yield bond markets.
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The firm owned about 13 percent of the company after that deal, according to Pitchbook, and made sure to take its pro rata rights — or right to follow up with more investment at a later date — when Sequoia Capital valued the company at $2 billion in its own deal in 2015.
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TC: So no pay-to-play provisions [meaning if a company needs to raise money and resorts to insiders for it, those who can't or don't want to contribute their pro rata share will see their preferred shares reduced to either common stock or some other subset of equity with fewer rights].
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Go deeper: Pro Rata podcast: Interview with Salesforce CEO Marc Benioff The Bacon-Wrapped Economy (East Bay Express) The Battle of the Big-Tech Titans Over San Francisco's Tax for the Homeless (The New Yorker) Correction: An earlier version of this story incorrectly said Square took a tax break in San Francisco.
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Now, a lot of people have left the seed and pre-seed area as investors have raised bigger funds and we see a great opportunity, in a world where there is literally trillions of dollars in play, to get in as early as possible, then play pro rata defense [to maintain our stake].
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" "Going into the real OPEC meeting today (followed by OPEC+ tomorrow), the recommendation to the members after longer than expected discussions and debates yesterday is for a formal increase of +1.0 million bpd to be split with some pro-rata calculations which will result in a real increase anywhere between 500-700,000 bpd.
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Pro rata deals are typically sold to banks as opposed to the broader institutional market and include more stringent terms than term loan Bs. Term loan As generally have shorter maturities than term loan Bs and amortize more quickly but are less expensive and offer a way for issuers to lower the cost of capital.
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Based on $9.5 billion of total secured claims (which includes the bank term loans, revolver and senior secured notes), the resulting first-lien secured deficiency claim of $20540 billion is added to $22015 billion of senior unsecured claims, resulting in $259 billion of total unsecured claims, recovery of which is assumed on a pro rata basis.
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These include a $675 million main fund; a $225 million "Plus" fund to back its most promising companies as they mature; a $250 million "Discovery" fund that focuses largely on seed-stage opportunities in China; and a side, $50 million "Entrepreneurs" fund that consists largely of company founders as LPs and that invests pro rata across the funds.
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You select the objects (annoying terms) you most want to control (No to preference, Yes to pro rata, No to "we must own 20 percent," No on budget veto, No on veto on sale, Yes on ROFR) and we fill in the remaining objects and the data (investment amount, valuation, etc.) to execute on those objects.
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AX * ANNOUNCES ITS INTENTION TO REPLACE CHESS USING DISTRIBUTED LEDGER TECHNOLOGY (DLT) DEVELOPED BY ITS TECHNOLOGY PARTNER DIGITAL ASSET * WILL EXERCISE ITS PRO-RATA RIGHT TO PARTICIPATE IN DA'S RECENT SERIES B FUNDRAISING AND SUBSCRIBE FOR US$3.5 MILLION CONVERTIBLE NOTES * ASX AND DA HAVE AGREED TO WORK EXCLUSIVELY ON DLT IN AUSTRALIA AND NEW ZEALAND.
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Based on $13 billion of total secured claims (which includes the bank term loans, revolver and senior secured notes), the resulting first-lien secured deficiency claim of $3.9 billion is added to $6.1 billion of senior unsecured claims, resulting in $10.1 billion of total unsecured claims, recovery of which is assumed on a pro rata basis.
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Yesterday, renowned investor Fred Wilson of Union Square Ventures observed in a blog post that fewer founders in today's go-go market have been honoring what are called pro rata rights, or the right of an earlier investor in a company to maintain the percentage that he or she (or their venture firm) owns as that company matures and takes on more funding.
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This will be divided between current and former AT&T customers as follows, according to the proposed settlement: All this will be done "pro rata," so if you were an early adopter who got throttled to 128 kbps every month of your year-long contract, you'll get a bigger share than someone who only went over once and got throttled to 512 kbps.
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Skok says Underscore invests anywhere from "hundreds of thousands of dollars" into the "millions or beyond," adding that in the case of Salsify, in order to maintain Underscore's pro rata share, it spun up a special purpose vehicle — essentially a pop-up venture fund that comes together to invest in a single company — and it expects to do the same with future portfolio companies.
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Future developments that may individually or collectively, lead to negative rating action include: - Holding company recurring income/interest coverage falls below 2x on a sustained basis (FYE16:2.0x) - Holding company net debt minus net working capital/investment in funds above 50% on a sustained basis (FYE16: 49.6%) - Significant increase in leverage at its operating subsidiaries and jointly controlled entities (JCEs) on pro-rata basis.
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"When Air Force One is used to travel to a campaign event, the campaign has to reimburse the government for the pro rata share for each campaign traveler of what it would cost to charter a flight on an plane of sufficient size to accommodate all of the campaign travelers," said Larry Noble, general counsel of the Campaign Legal Center who also worked for 13 years as Federal Election Commission general counsel.
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The 'AAA' breakeven AP of 90.5% corresponding to a breakeven overcollateralisation (OC) of 10.5% is driven by the asset disposal loss component of 233%, due to the large maturity mismatches in the programme, with the cover assets having a weighted average life of 15.2 years and the covered bonds' of 5 years, and the impact of the programme's pro-rata asset sales clause, which is used to restrict the sale of assets after an issuer event of default.
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We get most of our ownership at seed, but we follow on in the A, the B, the C. And also LPs and the investors in our funds, they want to continue to have opportunities for upside, so it's actually nowadays a lot of seed firms create what they call SPVs — Special Purpose Vehicles — where if you have a pro rata in a company that's doing well but it's like $5 billion, you just create an SVP and you do it through that.
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If AccorHotels reduces its stake in HI to less than 50% and does not retain control, Fitch would deconsolidate HI from AccorHotels' consolidated figures and add back the pro rata dividends from HI. This would reduce AccorHotels' lease expenses, as most fixed- and variable-lease liabilities should stay within HI. AccorHotels would, however, retain the group's bond and bank debt, but also a significant portion of the disposal proceeds from HI's stake which, if largely maintained as readily available cash, could help strengthen AccorHotels' credit profile.
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Summary of Financial Statement Adjustments - Financial statement adjustments that depart materially from those contained in the published financial statements of the relevant rated entity or obligor are disclosed below: --Fitch calculates Prologis' EBITDA, as well as leverage and coverage metrics using the pro rata method; --Historical and projected recurring operating EBITDA is adjusted to add back non-cash stock based compensation and include operating income from discontinued operations and distributions from joint venture operations; --Fitch has adjusted the historical and projected net debt by assuming the issuer requires $75 million of cash for working capital purposes which is otherwise unavailable to repay debt.
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Now, calculating the amount that each investor must invest in the round to maintain the same percentage ownership is simply a matter of multiplying their percentage stake prior to the round times the number of new shares being issued in this round, and in turn multiplying that by the current share price: So, at minimum, given the current share price and the number of shares being issued in the round, Internet of Wings's previous shareholders would have to invest approximately: In this case, because the company's valuation hasn't increased by a huge amount and the company is raising a sufficiently large amount of money in this round, all investors are able to participate and maintain their pro rata stakes.
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