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Connacher is a growing exploration, development and production company with a focus on producing bitumen and expanding its in-situ oil sands projects located near Fort McMurray, Alberta

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Message: Debenture Details & Conversions

You said, "The $100 million debentures will not be paid back, they will be converted."

Let's look at the press release from when they were issued:

PRESS RELEASE May 9, 2007 Connacher Announces $87 Million Offering of Senior Unsecured Convertible Debentures Calgary, Alberta, (May 9, 2007) – Connacher Oil and Gas Limited (TSX: CLL) (“Connacher” or the “Company”) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by RBC Capital Markets under which the underwriters have agreed to purchase C$87,000,000 aggregate principal amount of Convertible Senior Unsecured Debentures due June 30, 2012 (the “Debentures”). Connacher has granted the underwriters an option (the “Over-Allotment Option”) to purchase up to an additional 15% in principal amount of Debentures on the same terms and conditions, exercisable up to 30 days following closing of the offering. Mustang Capital Partners Inc. assisted Connacher with the offering. The offering is scheduled to close on or about May 24, 2007. The Debentures are senior, unsecured obligations of Connacher and will bear interest at a rate of 4.75% per annum payable semi-annually in arrears on June 30 and December 31 in each year commencing December 31, 2007. The Debentures are convertible at any time at the option of the holders into common shares at an initial conversion price of $5.00 per common share. On or after June 30, 2010, Connacher has the right to redeem all or a portion of the Debentures at the principal amount plus accrued interest provided the current market price of Connacher’s common shares is at least 120% of the conversion price. The Debentures will mature on June 30, 2012.


Now let's try to understand this.

At the moment, the debentures holders CAN (but do not have to) convert their investment into common shares at $5.00 /share. Would they? No. Why bother, when you could sell the debentures at their face value and then use the proceeds to buy [less diluted] common shares in the open market for a lot less money.

In a few months, we will enter the period during which Connacher also can force the conversion. However, that is contingent upon two things:
1. It must be between June 30th, 2010 and the maturity date of June 30th, 2012.
2. The market price of our shares must be above $6.00.

If both of these conditions are met, then Connacher can, rather than repaying the debentures at maturity, magically turn them into additional common stock. Who wins?
- Connacher wins, because it means that they don't have to repay the debentures.
- The debenture holders win, because they get to purchase a number of $6.00+ shares for $5.00 each.
- The pre-existing common shareholders lose, because there is sudden dilution. However, it must be noted that at the same time as the dilution, a moderate amount of debt (I can't believe that I'm saying "moderate" here) is suddenly wiped out, so it's not really that bad for common shareholders. In fact, if the market price goes over $6.00 then I'm going to be dancing a jig and not caring one iota that there is a slight negative effect on the conversion.

If the SP does not go over $5, then there will be no conversion.

Really, when you look at it, it is in everybody's best interests for the SP to go over $5. And preferably over $6.00, because the debenture holders make more and more money as the SP rises from $5.00 to $6.00, but they are effectively capped at $6.00.

So my theory, and anyone here can correct me if I'm wrong, is that there is practically no real risk on the debentures. And more to the point, my gut feeling is that if the SP is anywhere close to $5.00 or $6.00 the spring of 2012, the powers-that-be will find a way to magically get it over those two magic numbers for a while, to facilitate the conversion. When the holders of the securities have a vested interest to see that level for the SP, and when management has the same vested interest, there is a lot of impetus for some short-term price appreciation to get over the hurdles. The debenture holders can convert, sell their shares in the open market at the higher SP, and lock in their gains.

Just a thought, although I'm sure there must be a flaw to my logic somewhere.

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