Goldman Sachs &co. LLC

Other

Bank of America Corporation

Emerson P Jones

Karen Schoen

Ivan Ross

Yonathan Epelbaum

Frederick J Fiddle

Russell L Stein

Stuart C Kaperst

Paul A Pepe

Richard P Luciano

Eric Steifman

Brennan J Warble

Robert A Rudnick

Erol Hakanoglu

Todd K Kaplan

Frank R Strong

Jeffrey N Edwards

Richard J Green

Daniel Y Kerstein

James R Birle, Jr

Dragomir K Kolev

David K Dolan

Thomas H Patrick, Jr

David C Ryan

Various embodiments of the present invention relate to methods, systems and securities for assuring a company an opportunity to sell stock after a specified time. More particularly, one embodiment relates to a method including the steps of: receiving data regarding the sale, by the first entity to a second entity, of a security comprising a post-paid forward contract which obligates the second entity to purchase a fixed number of shares stock of the first entity and debt; receiving data regarding the purchase, by the first entity from the second entity, of a prepaid forward contract which obligates the second entity to deliver to the first entity a variable number of shares of stock in the first entity; inputting a then current stock price associated with the stock of the first entity; and calculating a number of shares underlying the pre-paid forward contract.

Methods, systems and securities for assuring a company an opportunity to sell stock after a specified time

In one embodiment, a sale, by a company to another entity, of a security may be issued. The security may include a post-paid forward contract which obligates the other entity to purchase a fixed number of shares stock of the company; and debt. In one embodiment, a purchase, by the company from the other entity, of a pre-paid forward contract may be issued, which obligates the other entity to deliver to the company a variable number of shares of stock in the company. In one embodiment, the post-paid forward contract obligates the company to sell and the other entity to purchase, at maturity of the post-paid forward contract, a fixed number of shares of stock in the company for a fixed price.

Systems, methods, apparatus, computer program code and means for conducting a transaction are provided. In some embodiments, a unit is issued to a holder including a forward contract and a note, in which the note specifies an initial capped remarketing, at least a first subsequent capped remarketing, and an uncapped remarketing, the uncapped remarketing performed only if each of the capped remarketings fail.

Method and apparatus for conducting a transaction

The present disclosure relates to methods for performing data processing operations associated with securities and security structures. More particularly, one embodiment of the present invention relates to a computer implementable method for performing data processing operations associated with a security, comprising: structuring the security to include a convertible note, which convertible note is convertible into a fixed number of shares of common stock of the issuer, which convertible note has associated therewith a maturity and which convertible note pays interest; and calculating whether a price of a share of common stock of the issuer is less than a predetermined threshold percentage of a conversion price associated with the note so that the note is not convertible if the price of the share of common stock of the issuer is less than the predetermined threshold percentage of the conversion price associated with the note.

Methods for performing data processing operations associated with securities and security structures

Various embodiments of the present invention relate to methods and systems for analyzing a capital structure for a company (e.g., a public corporation). More particularly, one embodiment of the present invention relates to a decision making tool for analyzing a company's capital structure, which decision making tool may include: (1) Economic EPS, wherein Economic EPS and its volatility may capture the cost/risk trade-off of all fixed income and equity-related alternative capital structures; and (2) Capital Structure Efficient Frontier, wherein a company should strive to bring its capital structure to the efficient frontier of strategies with the highest EPS for given levels of EPS risk. Of note, the Economic EPS and the Capital Structure Efficient Frontier methodologies of the present invention provide a unifying framework in which to analyze a company's capital structure (e.g., for identifying and implementing the economically optimal solutions to a company's capital structure challenges). Apart from the global view of the company's capital structure, this framework can be used as a decision-making tool for analyzing and comparing specific restructuring transactions (including, but not limited to): new financing, share repurchase, liability management, bank capital optimization, and/or tax-driven hybrid equity issuance.

Method and system for analyzing a capital structure for a company

A method for structuring an obligation. More particularly, a method for structuring an interest-bearing obligation which is convertible into stock.

Method for structuring an obligation

Embodiments of the present invention relate to a method comprising: inputting data regarding the sale of a security consisting of: (i) a post-paid forward contract which obligates the second entity to purchase a fixed number of shares stock of the first entity; and (ii) debt; inputting data regarding the purchase, by the first entity from the second entity, of a pre-paid forward contract which obligates the second entity to deliver to the first entity a variable number of shares of stock in the first entity; inputting a then-current stock price associated with the stock of the first entity; calculating a number of shares underlying the pre-paid forward contract, based on a formula that is a function of a then-current stock price and a remaining maturity associated with the pre-paid forward contract; recording the data regarding the sale of the security; recording the data regarding the purchase, of the pre-paid forward contract; and recording the calculated number of shares.

Various embodiments of the present invention relate to methods, systems and securities for assuring a company an opportunity to sell stock (e.g., common stock) after a specified time. One embodiment relates to receiving collateral security data including a collateral security issue price and a collateral security issue-date stock price, as well as variable share forward-contract data including a variable-share forward-contract maturity date; generating a variable-share determination trigger through a comparison of a current date to the variable-share forward-contract maturity date; determining a current stock price derived from current market data or an average historical stock trading price in accordance with the variable-share forward-contract data; calculating a number of shares associated with the variable-share forward contract; and executing a transaction for the calculated number of shares associated with the variable-share forward-contract data.

A convertible financial instrument provides incentives to holders to keep the instruments outstanding so that issuers maintain flexibility and control over the maturity date of the instrument and the manner in which it is settled. The instrument may provide issuers with the ability to deduct an amount for tax purposes that approximates the true economic cost of the financial instrument. The instrument may contain a provision calling for contingent payments (which may include, for example, contingent interest, preferred distributions, contingent principal, dividends, and other pay-outs) to the holder in some circumstances, which may be based on formulae calculations. For example, this may occur when the trading value of the convertible instrument exceeds a pre-determined value such as, for example, a certain percentage of the accreted value of the convertible instrument, or, for example, another circumstance that may trigger a contingent payment may be when the price of another financial instrument (e.g., the underlying security, the reference security, etc.) is below, higher than, or equal to a pre-determined value.

Convertible financial instruments with contingent payments

Methods, systems and securities for assuring a company an opportunity to sell stock (e.g., common stock) after a specified time are disclosed. In one embodiment, a sale, by a company to an other entity, of a security may be issued, consisting of: (i) a post-paid forward contract which obligates the other entity to purchase a fixed number of shares stock of the company; and (ii) debt. In one embodiment, a purchase, by the company from the other entity, of a paid forward contract may be issued, which obligates the other entity to deliver to the company a variable number of shares of stock in the company. The number of shares underlying the pre-paid forward contract may be calculated based on a formula that is a function of a then-current stock price and a remaining maturity associated with the pre-paid forward contract.

Various embodiments of the present invention relate to methods, systems and securities for assuring a company an opportunity to sell stock (e.g., common stock) after a specified time. More particularly, one embodiment of the present invention relates to a security, comprising: (a) a post-paid forward contract between a first entity and a second entity, which post-paid forward contract obligates the second entity to purchase a fixed number of shares of stock of the first entity; (b) debt of the first entity; and (c) a pre-paid forward contract between the first entity and the second entity, which pre-paid forward contract obligates the second entity to deliver to the first entity a variable number of shares of stock in the first entity.

A convertible financial instrument provides incentives to holders to keep the instruments outstanding so that issuers maintain flexibility and control over the maturity date of the instrument and the manner in which it is settled. The instrument may provide issuers with the ability to deduct an amount for tax purposes that approximates the true economic cost of the financial instrument. The instrument may contain a provision calling for contingent payments (which may include, for example, contingent interest, preferred distributions, contingent principal, dividends, and other pay-outs) to the holder in some circumstances, which may be based on formulae calculations. For example, this may occur when the trading value of the convertible instrument exceeds a predetermined value such as, for example, a certain percentage of the accredited value of the convertible instrument, or, for example, another circumstance that may trigger a contingent payment may be when the price of another financial instrument (e.g., the underlying security, the reference security, etc.) is below, higher than, or equal to a pre-determined value.

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Greenwich, CT, United States of America

Emerson P Jones