"Registration Rights. HoldCo will grant us certain registration rights as follows:
- Investment. In exchange for $1 billion, we will acquire a 5% equity interest in AOL through an investment in a limited liability company (?HoldCo?) that will own all of the outstanding equity interests in AOL.
- Beginning on July 1, 2008, we will have certain rights to require HoldCo to register the HoldCo interests held by us for sale in a public offering. If we exercise this right, Time Warner will have the right to purchase our interests for cash or shares of Time Warner stock based on an appraised fair market value of our equity interest in HoldCo in lieu of conducting an initial public offering.
- We will have certain piggyback registration rights that we may exercise in respect of an initial public offering or follow-on offering initiated by HoldCo either before or after July 1, 2008, subject to certain underwriter cutback provisions. "
No comments:
Post a Comment