Delaware | 59-2921318 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
As previously reported, one of the holders of the Company's senior subordinated convertible notes due 2011(the "Notes") commenced litigation against the Company, in November 2009, seeking acceleration of the amounts due under its Note. In the litigation, the holder claimed that the Company's acquisition of FCStone Group, Inc. ("FCStone") on September 30, 2009 constituted a change of control under the terms of the Notes, and that, as a result, the Company was obligated to offer to redeem the Note at a redemption price equal to the outstanding principal balance of the Note, a premium of 15% of the outstanding principal balance of the Note and accrued interest.
Background
In September 2006, the Company completed a private placement of the Notes. The aggregate principal am ount of the Notes was $27.0 million. The Notes bear interest at the rate of 7.625% per annum and mature in September 2011. They are currently convertible at any time at the option of the noteholder into shares of the Company's common stock at a price of $21.79 per share.
Initial Claim and Litigation
On November 16, 2009, Portside Growth and Opportunity Fund ("Portside"), managed by Ramius LLC, in its capacity as a holder of a Note with a principal amount of $3.7 million, filed a notice of motion for summary judgment in the Supreme Court of the State of New York. In the notice, Portside claimed that the FCStone transaction resulted in a change of control as defined in the Notes, and that, as a result, the Company should have offered to redeem the Notes at a 15% premium. Portside also claimed that it was entitled to default interest at the rate of 15% per annum.
Additional Claims
On September 1, 2010, the Company received a demand letter from LB I Group, Inc. in its capacity as a holder of a Note with a principal amount of $5.0 million in which it made the same claim as Portside. On the same day, Highbridge I nternational LLC in its capacity as a holder of a Note with a principal amount of $4.0 million delivered an identical demand letter.
International Assets Holding Corporation | ||||||||
Date: September 08, 2010 | By: | /s/ Brian Sephton | ||||||
Brian Sephton | ||||||||
Chief Legal and Governance Officer | ||||||||