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Old 03-09-2021, 11:37 PM   #10  
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Joined APC: Aug 2016
Posts: 429

Originally Posted by woog315 View Post
I know we are just bloviating here, but if you read the filings it talks about AMZN having to meet certain requirements in order actually hold more than 4.9% of the shares ( the warrants are not shares, but ill assume we all understand that). I would pretty much guarantee that one of those requirements is that they cant flip the shares in a short time frame. They very intentionally kept below 5% with Atlas to avoid having to meet the requirements of the warrants. They did not do the same with ATSG. The warrants (with both ATSG and AAWW) were presumably structured in a way that basically makes amazon either exercise them and exit the position (technically whittle it down to 4.9%) or invest and stay invested for some time frame. They likely wont be selling those shares anytime soon.... but of course anything is possible.
I think (FWIW) that those are good observations.

Amazon had the same kind of 4.9 percent feature with ATSG, subject to notice by Amazon to adjust that number. In the notice of exercise, Amazon bumped the percentage it can own to 19.999%, and ended up acquiring in total 19-something percent. It also agreed with ATSG that if ATSG does any share-repurchases (with limited exceptions), it will, at Amazon's option, acquire shares proportionally from Amazon to keep the Amazon percentage of ownership under that threshold (i.e. if they buy back shares such that Amazon's stake would suddenly be over the threshold, Amazon can force them to buy some of the shares from Amazon so Amazon stays under that level).

Amazon did do a cashless exercise for a portion of the shares it acquired. It fully-exercised the one warrant on a cashless basis, and split the other warrant between a cashless and cash exercise. What if anything that reveals about its intentions, I don't know. I thought I read somewhere that Amazon had announced that it intended to hold the shares for some time, but I don't see anything in the SEC filing that says that, and I can't seem to find the report I read that said that. (And reporters are often wrong.) SEC filing:

Note that the timing of all of this was likely substantially-influenced by the fact that some or all of these warrants would have expired around now if they hadn't been exercised.
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