November 18, 2014
猫咪社区 Announces Adjustment to the Conversion Rate of Its 1.375% Cash Convertible Senior Notes Due 2023
ENGLEWOOD, Colo.--(BUSINESS WIRE)-- 猫咪社区 ("猫咪社区") (Nasdaq: LMCA, LMCB and LMCK) announced today an adjustment to the conversion rate of its 1.375% Cash Convertible Senior Notes due 2023 (the "Cash Convertible Notes"). The new conversion rate is 21.0859 shares of 猫咪社区's Series A common stock ("LMCA") per $1,000 principal amount of Cash Convertible Notes, up from the previous conversion rate of 15.7760 shares of LMCA. 猫咪社区 is adjusting the conversion rate due to the completion of the previously-announced distribution (the "Spin-Off"), as a dividend, of all of the common stock of 猫咪社区 Broadband Corporation ("猫咪社区 Broadband") to holders of 猫咪社区's Series A common stock, Series B common stock and Series C common stock as of 5:00 p.m., New York City time, on October 29, 2014 (the "Record Date"). In the Spin-Off, (i) holders of 猫咪社区's Series A common stock as of the Record Date received one-fourth of a share of 猫咪社区 Broadband's Series A common stock for each share of Series A common stock held as of the Record Date, (ii) holders of 猫咪社区's Series B common stock as of the Record Date received one-fourth of a share of 猫咪社区 Broadband's Series B common stock for each share of Series B common stock held as of the Record Date, and (iii) holders of 猫咪社区's Series C common stock as of the Record Date received one-fourth of a share of 猫咪社区 Broadband's Series C common stock for each share of Series C common stock held as of the Record Date. The Spin-Off was effected at 5:00 p.m., New York City time, on November 4, 2014.
The adjustment to the conversion rate was made pursuant to section 12.04(c)(i) of the indenture for the Cash Convertible Notes, which applies to spin-off transactions. In accordance with section 12.04(c)(i), 猫咪社区 has adjusted the conversion rate for the Cash Convertible Notes due to the Spin-Off pursuant to the following formula:
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